SpiderMan : Jurassic Moon
by The Eagle
Summary: Third in a series. Peter Parker must learn what is causing his friend and mentor to lose his grip on reality before he loses his family. Meanwhile Spider-Man tracks a mythical monster deep under the city.
1. Act I

FADE IN:

EXT. THE SWAMP - DAY

Push in on a a remote cabin. Two uniformed men (Wildlife officers) enter frame and carefully approach the front door. The first officer looks back at the second officer who looks genuinely concerned, if not scared.

FIRST WILDLIFE OFFICER:  
C'mon Eller, lets get this over with.

SECOND WILDLIFE OFFICER:  
Alright, alright, I'm comin'.

FIRST OFFICER:  
You lettin' the sight of that doggy get to you.

SECOND OFFICER:  
(country accent)  
There wudn't nuthin' left of it. 

FIRST OFFICER:  
Just a gator, or a panther. You know that. (psshh) Them stories are scarin ya.

SECOND OFFICER:  
Yeah, yeah,

Officer one draws his sidearm and prepares to enter the cabin.

FIRST OFFICER:  
(taking a breath)  
Florida Wildlife... We're comin' in.

No answer, so he slowly pushes the door open.

(FIRST OFFICER'S POV) We see in the cabin and what a mess it is. What little furniture is there is turned over and/or broken. Papers litter the floor. There are flies, and the men react to sort of putrid smell. Officer 2 jumps slightly as a large snake slithers from under a pile of dishes and pans on the floor.

Just when they relax, suddenly satisfied, and prepare to leave, a NOISE comes from the loft above them. They look at each other, acknowledging each heard it. Officer 2 seems as nervous as a cat.

FIRST OFFICER:  
Enough.  
(moves toward latter to the loft)

SECOND OFFICER:  
W-where you going?

FIRST OFFICER:  
I'm going to check out the loft. Sooner we get this done, the sooner we get out of here, back to Taylor's and I get me a nice cold Co'Cola.

He climbs up the latter holding a large flashlight in one hand. Officer 2 watches nervously. He reaches the top and peers over the edge of the floor.

SUDDENLY! Something jumps out in to view, some sort of creature. Officer 2 recoils with fear.

FIRST OFFICER:  
(laughing)  
Aw, its a little ole bear cub.

SECOND OFFICER:  
Jesus, you scared the crap out of me.

FIRST OFFICER:  
(coming back down the steps with the cub in his arms)  
That's your problem Rodney, ya scare too easily.

He hands him to the Officer 2, who takes the cub and releases him outside.

FIRST OFFICER:  
Lets go.  
(pause)  
"Lizard Man", my ass.

The two men climb in the Dodge Durango with Florida markings and drive off.

Pull back from the cabin, up and high over the swamp, following the meandering river as it crawls through the brushy vegetation.

EXT. NY CITY - DAY

Above the New York City skyline as MAIN THEME rises and Title credits appear. Pan across city high above THE BROOKLYN BRIDGE, just before sunset. We see from distance a motorcycle racing across the bridge as the  
sun sets.

Zoom in to focus on the motorcycle. PETER PARKER is at the helm, and GWEN STACY is his passenger. Peter looks back as Gwen hangs on to him tight. They are the picture of happiness, of vibrant carefree youth. She playfully tugs at his collar. He looks back at her in admiration and for just a moment takes his eyes off the road. He turns back to find he has come right up on the back of a slow car. With amazing reflexes, he darts around it, narrowly missing an oncoming car, horn blaring, in the process. Gwen laughs gleefully, enjoying every minute of the wild ride. The driver lays on his horn as he continues down the road.

CUT TO:

INT. PETER AND HARRY'S APARTMENT - DAY

The "horn" fades in to an obnoxious alarm clock, that Peter Parker promptly smashes to smithereens as he is jarred back to reality. He wakes suddenly, with that sick, lost feeling, and a realization that the wonderful thoughts in his head just seconds before weren't real; only a dream. Gwen is a gone, he remembers.

FLASHBACK of Gwen in airplane headed for Europe.

Gwen is gone... and he is alone...

Well... sort of. There's a boisterous KNOCK on his door and Peter's roommate and best friend HARRY OSBORN sticks his head in.

HARRY:  
Hey buddy, ya going to sleep the day  
away again?

PETER:  
(still groggy)  
I had considered it.

From behind Harry appears his girlfriend, MARY JANE WATSON, the physically stunning, vivacious redhead.

MARY JANE:  
Wooh, look at you Petey-o, caught you in your "jam-mies", or... lack thereof?  
(whistles)

HARRY:  
Mary Jane's here Pete.

PETER:  
I see that Harry. Hey Mary Jane.

He covers up, slightly embarrassed.

MARY JANE:  
Aw, don't be shy Tiger.  
(leans in for a look)  
Mmmm, looks as if someone's been working out.

PETER:  
(slumping back in to bed)  
Kill me now.

MARY JANE:  
C'mon Petey-boy. You can't lie there and sulk over blondie forever.

HARRY  
(interrupting)  
MJ...

MARY JANE  
(ignoring)  
Harry and I are going to the coffee shop. Why don't ya come along? My friend Lisa is going to be there... and she's dying to meet you.

HARRY:  
(under breath through gritted teeth)  
Marrry Jane...

PETER:  
Uh... thanks Mary Jane, but..er...I've gotta get down to the Bugle  
and see Mr Jameson.

MARY JANE:  
(intrigued)  
Ooh, more pictures of that dreamy Spider-Man?

Peter looks at her blankly, as if he can't think of anything to say.

HARRY:  
Well, you better get movin' bro. Its almost noon.

MARY JANE:  
Oh and don't forget Flash's thing tonight dude.

Peter looks confused.

HARRY:  
You know, I told you. Tonight?

PETER:  
(doesn't remember)  
Right, Flash's "thing".

MARY JANE:  
Try not to be late. Bye Petey.

Harry and Mary Jane leave as Peter slumps back down in bed,  
tired and pained from the night before... as The Amazing Spider-Man!

INT. THE DAILY BUGLE - DAY

J JONAH JAMESON and "ROBBIE" ROBERTSON are having a  
discussion in Jameson's office.

JAMESON:  
True, or not, I there's _something_ going on down there, I tell ya.

ROBBIE:  
Jonah.Don't tell me you're getting senile already. "Swamp Dragons?" "Living "Dinosaurs?"  
(chuckles)  
Hey, maybe its one of those chupacabras.

JAMESON:  
(flatly)  
This has nothing to do with fruit Robbie.

Robbie just looks confused as BETTY BRANT peers in the doorway.

BETTY:  
Excuse me, Mr Jameson...you have a visitor.

JAMESON:  
(abruptly)  
Busy...

BETTY:  
Mr Jameson...  
(lowers voice)  
Its Peter Parker.

JAMESON:  
(bellowing)  
Parker! I thought I made it clear his lazy ass was fired.

ROBBIE:  
Uh, you have Jonah... hundreds of times. But freelancers can't be  
fired remember?

JAMESON:  
Well you oughta be able to fire 'em. Good for nothing bums.

In walks staff photographer, EDDIE BROCK, a sturdy athletic looking   
young man (late 20s) with short cropped dark blonde hair, and a linebacker's build.

JAMESON:  
(pleased)  
Eddie, my boy. Good to see you.  
(looks at Robbie)  
Miss Brant... Tell Parker to come in here.

BROCK:  
Hiya JJ... Robbie. So what's the deal?

Brock is brash, confident; more than bordering on cocky. And J Jonah Jameson clearly loves him. He is the golden child; lead photographer and art director for NOW Magazine. the colorful, slightly more respectable, but fledgling periodical owned by The Bugle's parent company. NOW is Jameson's baby.

ROBBIE:  
You'll love this Eddie. Jonah's cooked up a classic. Wait'll ya hear this one.

Peter walks in. Jameson's reception is 180 degrees from the one he had for Brock.

JAMESON:  
Bout time. Look. I'll make this short. I'm not going to ramble.

Robbie smiles and Brock and Peter exchange a mutual knowing look.

JAMESON:  
Bugle sales are up. Never better. NOW, on the other hand... The magazine's got alot of potential, but there's also a ton of competition out there. I need something that will help us rise above the clutter... put us on the map.  
And no Parker I don't need any pics of blasted Spider-Man to do  
that. We need something fresh... exciting. I want those young, hip readers, you know, the "dudes", or "'dogs", or whatever you call em these days. That's why I put you on this Brock.

BROCK:  
Alright, uh, any ideas JJ?

JAMESON:  
The focus group study showed we gotta widen our range, if we want  
to go national...ya know, diversify. With all thats available these days; the internet, satellite TV, there's not much the public hasn't already seen.

He pulls out a national tabloid. The headline reads. _"The  
Swamp Dragon", Terrorizes Sunshine State" _To the left on his desk is what looks to be a current issue of The Bugle, with a headline, _Spider-Man foils "shocking" robbery_ and a photo of a familiar looking villain.

Robbie and Peter can't help but smile as Brock laughs.

BROCK:  
(laughing)  
What? JJ, you can't be serious.  
(looks at  
Jameson's face.)  
oh ... wait, you are.  
(laughter trails off)

Jameson, looks at him with a blank stare, as smoke from his cigar floats up in front of his serious face.

JAMESON:  
(after pause)  
Now... I know there've been things like these in the past that turned out to be hoaxes. And not that I ever believed any of 'em.  
(looks at Robbie)  
Lookit. They've got eyewitnesses, each with the same description. A two legged reptilian creature with burning red eyes.

PETER:  
Mr Jameson, didn't I read where one resident swore they had been invaded by space aliens?

Robbie snickers.

JAMESON:  
(flashing a look)  
Can it Parker. Now some reports indicate that there may be more than one of these things, and that they are extremely fast. No one's been able to get close enough to even get a picture.

BROCK:  
I dunno JJ, sounds like science fiction to me. Just another hoax.

JAMESON:  
Maybe. Frankly I don't care. If there's any truth to it, think what a trump it would be for us. And if its not, well, we are the ones who will have disproved it, _after_ fueling national interest. Either way, we sell magazines and I am a happy camper. Now I want you two to get me a story on this. And If these "things" are real. I WANT PICTURES! Can you do that Parker?

PETER:  
Ah, yeah sure I could Mr Jameson, IF it is real. But...

JAMESON:  
There's always a but with you... What?

PETER:  
Where's this again ... Florida?

JAMESON:  
The Everglades...  
(picks up tabloid  
and looks)  
Yeah, Cho-  
(struggling with pronounciation)  
Cho-kiloskee, Florida.  
(hands it to Peter)  
Hear its nice this time of year.  
(sarcastic)  
Hot, humid...

Peter pauses for a moment with a strange look, remembering that its almost exactly the same location his friend and mentor DR CURT CONNORS has been for the last 6 months, on his field study.

FLASHBACK

DR CONNORS:  
(to Peter)  
_"I know a little spot from my youth ... teeming with  
specimans...a herpatologists dream"_

PETER:  
I'd really like to Mr Jameson, you don't know how much. But, see there's my school and all. Plus Aunt May. I mean she has Mrs Watson, now, but I just couldn't leave her for that long... go that far away.

ROBBIE:  
(interjecting)  
Its alright Peter. No pressure. We understand about personal obligations.

PETER:  
Thanks Robbie. Speaking of which, better be going. I promised a friend a favor.

BROCK  
(grabbing tabloid)  
Whatsa matter... ya scared Parker? Shoot, I'll  
go JJ. I'll get your story. I'll  
do it myself.

JAMESON:  
Thats the spirit my boy. I knew I could count on you.

BROCK:  
You can always count on me Mr J.  
(big -eating grin)  
When do I leave?

EXT. THE DAILY BUGLE - DAY

A window opens. We see someone stick their head out and take a quick look around. Then, crouched in the window,we see the familiar red and blue figure of THE AMAZING SPIDER-MAN. He leaps and hurls himself into a death-defying dive toward the street below, before firing a web-line, that propels him suddenly upward in a dizzying arc.

SFX: SPIDER-SENSE 

SPIDER-MAN: (C/U)  
Great. Guess checking in on Mrs. Connors will have to wait.

He leaps onto the side of a building, and looks back and down.

A lady is in trouble. Two thugs are pulling a lady out of her car attempting to rob her.

In mid-flight Spider-Man lets go of his web-line and for a split second hangs in the air gracefully, before somersaulting over and lightly dropping. He hits the ground and in less than a split second is back up again in the air, bouncing off one wall and landing on another in spider-pose. With incredible speed he pulls a small camera from his belt and webs it to a corner. It is so fast, the human eye would be hard pressed to see it.

Two thugs are wrestling with a middle-aged woman, having dragged her from her car. One has a hold of her purse. The other is threatening her with a  
knife.

SPIDER-MAN:  
(holding his hand  
to the side of  
his mouth  
mockingly, as if  
to call out)  
Hey! Dumb and dumber. Anyone ever tell  
you that's no way to treat a lady?

THUG 1  
H-hey...we don't want no trouble.

SPIDER-MAN:  
Who said anything about trouble? Its just lil ole me, your friendly  
neighborhood Spider-Man passin' out tips on how to win the lady of your dreams. Hint... Taking her purse and threatening her with a knife isn't  
the best way to go about it buddy.

LADY:  
Help me Spider-Man! They were going to rob me...and...

THUG 2:  
Yeah, Webslinger. No... er ... trouble... uh...we were just... you know,  
joking around.

SPIDER-MAN:  
Really? Cuz it looks to me like you were trying to offer to carry the lady's purse. Again...goin' about it all wrong. Here let me give you a hand.

Spider-Man pushes up off the wall, (again with amazing quickness) does a somersault and lands with a kick to the mugger's face, causing him to  
drop the knife.

SPIDER-MAN: (cont.)  
Oops ... that was my foot wasn't it?  
(pause)  
Here ya go.

One punch sends the man hurdling in to the building wall, out cold, where he is subsequently wrapped in a snug, cozy web "cacoon".

THUG 2:  
(frightened)  
No...impossible...no one can move like that ... that fast.

SPIDER-MAN:  
Alright, we can do this the easy way, or we can do it the hard way. You're...

Even though the thug has apparently grasped the costumed hero's superhuman speed... he makes an instinctive, but foolish move... he runs.

SPIDER-MAN:  
(deadpan)  
Why do they always choose the hard way?

One web line fastens itself to the back of the fleeing crook, and with a seemingly slight tug , he is in quickly and firmly in the grasp of Spider-Man.

CUT TO:

EXT. BUILDING ROOFTOP - DAY

POV: From below

We see a man's shoes, dangling in the air. Moving up we see  
it is the hijacker, hanging from a thin silvery thread. The look on his face conveys extreme fear and with it, the distinct possiblity that his "diaper is full".

THUG 2:  
Please. I'll do anything... _anything_. Just don't kill me.

SPIDER-MAN:  
"Kill you"?  
(chuckles)  
No, I think I'll just sit here and play yo-yo for a  
while.

THUG 2  
(whimpers)  
Y-you're crazy. The papers are right. You... you freakin' m-menace.

SPIDER-MAN:  
Listen pal. I'm not in the mood. My gal is on the other side of the  
world right now and I'm stuck in this stinkin' city cleaning up roaches like you. Not to mention my boss blames me for everything  
but global warming. You do not want to tick me off, believe me.

THUG 2:  
Screw you.

SPIDER-MAN:  
(makes buzzer sound)  
Wrong answer bright boy.

Spider-Man releases his hold, on the web-line and the thug falls helplessly to the ground below, screaming. Just before smashing into the pavement, he lands safely in a net of webbing, where he will wait safe and secure until New York's finest arrive. Looking up, the thug sees the costumed vigilante is  
gone.

INT. THE CONNORS RESIDENCE - DAY

In a nice midtown apartment we see an attractive woman straightening and unpacking. MARTHA CONNORS (35) is tall, thin and blonde with beautiful brown eyes.

DOORBELL RINGS

Martha opens the door to find Peter Parker. 

MARTHA:  
(with a slight southern accent)  
Peter. What a nice surprise. Come in.

PETER:  
Hello Mrs Connors.

MARTHA:  
Now, we've been over this. Its Martha.  
(pause)  
Let me guess _he_ sent you.

PETER:  
(embarrassed)  
no... um. ok, yes, but... hey, its really good to see you.

MARTHA:  
I thought so.

Suddenly a fireball of energy in the form of a young boy bursts in to the room. BILLY CONNORS (7) runs straight up to Peter. 

BILLY:  
(excited)  
Peeeeterrr!

Despite his inordinate strength, Peter must still brace for impact as the youngster slams into his legs for a hearty, but short-lived hug. 

PETER:  
(laughing)  
Hey there buddy, Long time no see...

MARTHA:  
All he's talked about the last couple of days is "seeing Peter Parker".

PETER:  
(mussing the boy's hair)  
Well, I'm pretty glad to see this little fella myself.

BILLY:  
Any new pictures of Spider-Man? Have you seen him today? What's he doing? Where does he live?

PETER:  
Whoa, hold on there cowboy.

MARTHA:  
Bil-ly.

PETER:  
(gives her a look like  
"its ok")  
Ah, Spider-Man. He's the one you _really_ want to see hunh?

BILLY:  
Spidey's the coolest.

PETER:  
(agreeing)  
Yeah... yeah, he's pretty cool.

MARTHA:  
Billy, why don't you run along and finish unpacking your toys OK? I need to  
talk to Peter for a sec.

BILLY:  
OK, mom.  
(runs off)

MARTHA:  
He ... really misses his father. But I think he's genuinely glad to see you.

PETER:  
(smiling)  
I can see that.  
(pause)  
Smart boy you got there Mrs Connors...  
(changing subject)  
So, when's Doc comin' in?

MARTHA:  
Curt's catching a late flight. So, we probably won't see him until the morning.  
(sigh)  
He's been working so hard.

PETER:  
Dr Connors is really dedicated to his work. I'm looking forward to having him back. And I'm glad things have settled so that you two have been able to come up here for good. I know he sure missed you both so much.

MARTHA:  
It will be nice to have my family back.  
(pause)  
How are things with... Gwen, right? You two seemed pretty serious, I remember.

Peter grows quite and hangs his head slightly.

MARTHA: (cont)  
Did I say something wrong?  
(pause)  
Oh, I see, you've got a new one now.

PETER:  
No, no, nothing like that. Its... a long story. She's had a pretty hard go of it, after her dad... well. Right now she's with family overseas.

MARTHA:  
I'm sorry. I didn't know. I only get bits and pieces from Curt.

PETER:  
Its alright. Things happen for a reason, they say.  
(again changing subject)  
Doc just said in his e-mail to drop in on ya if I had the chance and make sure  
you two were settling in OK.

MARTHA:  
You're a sweetheart. We're fine. Billy loves the city and he's excited about seeing his dad more  
(pause)  
I'm sure things will work out Peter, might just take a little time.

PETER:  
I suppose you're right.

A SOUND of a key at the door and the door opens. 

In walks DR CURT CONNORS (38). Tall, thin with light brown hair, he wears a trench coat, that almost hides the fact he is missing his right arm. He picks up his bag after unlocking the door, with impressive coordination for someone with such a handicap.

DR CONNORS:  
Is this the Connors residence?  
(big smile)

MARTHA:  
(surprised but  
happy)  
Curt... your home...but -

DR CONNORS:  
I got an earlier flight. Thought I'd surprise ya. Hello Peter.

PETER:  
Hey Doc. Just checking on the family, like you asked.

Billy comes running back in to the room.

BILLY:  
Daddy!

DR CONNORS:  
(chuckling)  
Hey there sport. I brought ya something.

He reaches in to his coat pocket and pulls out of a bag.Billy opens it to find a realistic looking rubber alligator play figure.

BILLY:  
Cool! Another one for my collection. Thanks Dad.

PETER:  
Uh, listen, I'm gonna take off, let you all catch up.

MARTHA:  
Don't be silly. You'll stay for dinner. Besides, it 'll save me  
from having to listen to all the boring science talk from Florida.

BILLY:  
Yeah, stay Peter stay!

DR CONNORS:  
I always say , theres no arguing  
with her.  
(puts arm around  
Martha.)

DISSOLVE TO:

INT. CONNORS' KITCHEN - NIGHT

Peter, Martha and Dr Connors are at the table, finishing up dinner.

PETER:  
Gosh, that was delicious Mrs C. Thanks.

DR CONNORS:  
(chuckling)  
She's the best. Can't get cornbread like that anywhere. Always knew she was  
gorgeous, but when she laid that southern cooking on me I was hooked.

MARTHA:  
I know.  
(winks)  
I'm glad you enjoyed it Pete.

PETER:  
Boy, I sure did. Um, least let me  
help clean up.

MARTHA:  
Absolutely not. You're our guest. Besides, thats what Curt is for.

Dr Connors groans and Peter chuckles.

MARTHA:  
I'm kidding hon. You rest. Must have been a long flight. You look  
tired.

PETER:  
You haven' really mentioned your trip. Was it fruitful?

DR CONNORS:  
(pause)  
Yes, yes it was.  
(matter of factly)

Peter pauses, noticing Connor's change of mood, and seeming lack of interest in discussing details of his study.

DR CONNORS (cont.)  
(gets up)  
You know what...?  
(kissing his  
wife's cheek)  
Maybe I _should_ go lie down for a while. Long day ahead tomorrow.

PETER  
Yeah, I got a thing to get to.  
(gets up and walks  
to door)  
Thanks again Mrs Connors. See ya tomorrow Doc.

MARTHA  
My pleasure. Bye Peter.

DR CONNORS:  
(smiling)  
8:30.

Peter leaves.

INT. BLACK DIAMOND BISTRO - NIGHT

In a trendy restaurant/club just off campus, Harry, Mary Jane, and other ESU students and friends join FLASH THOMPSON at his "going away party". As ususal, Peter is not there...yet. Sitting next to Flash is a cute blonde, LIZ ALLAN.

FLASH: So glad you could make it Lizzie.

LIZ:  
I'm really gonna miss you, ya big lug.

HARRY:  
Flash Thompson, irresponsible wild man to US Army ranger. Who woulda thunk  
it?

FLASH:  
(a playful sneer at Harry)  
Aw you guys are the best. Ya didn't have to go to all this  
trouble...

MARY JANE:  
(joking)  
I must confess it was my idea.  
(pause)  
What? Y'all know ole MJ Watson luuuuv's an excuse to party.

FLASH:  
Well, I'm still touched, and I'm feelin so sentimental I almost...  
(mock tears)  
even wish that weasel Parker was here.  
(chuckles)

HARRY:  
Peter's coming. He's just late, you know, as usual.

LIZ:  
Peter Parker, now there's an enigma.

MARY JANE:  
(unchararistically serious)  
Peter...  
(pause)  
well, he's still adjusting to...  
Gwen leaving. Poor guy.

FLASH:  
Yeah, too bad Gwendy couldn't be here.

LIZ:  
So why did she leave?

MARY JANE:  
Her aunt and uncle are in London... She went over there to help her cope with her dad's death and all. Pete's taken kinda hard.

LIZ:  
Poor Peter.

HARRY:  
Yeah...  
(changing subject)  
'bout time for another round isn't  
it?  
(looks around for waitress)

MARY JANE:  
Hey there handsome. Where's the fire. Maybe you've had enough.

HARRY:  
Come on MJ. Pete's not even here yet. Hey Flash buddy , let me buy  
ya a beer.

FLASH:  
Well alright money-bags...since you're buying and all. Twist my arm why dontcha.

Harry and Flash go over to the bar.

HARRY:  
So... the army. Sure this is what you want to do big guy?

FLASH:  
Yeah, I mean... I want to help make a difference ya know?

HARRY:  
Well, its just, leaving school early, you're education-

FLASH:  
I know dude, its just something I gotta do. My old man was in the  
first gulf war. My Uncle in Vietnam, my grandad in WWII. I'd  
feel wrong if I didn't do my part, besides...  
(pause)  
its not like I can totally count on the NFL after... well now that my leg's all messed up.

HARRY:  
Dude, that was like the bravest thing I've ever seen anyone do,  
standing up to that Ock guy that way. 

FLASH:  
(chuckles)  
Lotta good it did me. You ended up with MJ and all I got was a concussion, a seperated shoulder and this bum knee.

HARRY:  
(joking)  
like I said, the stupidest thing anyone's ever done.  
(big grin)

Peter walks in.

HARRY: (cont)  
Seriously man. Neither she or I will ever forget what you did for her... We...  
(pause)  
Hey, its Pete. Peter!  
(motions)

And Harry is not the only one who spots the new arrival. A certain redhead pauses in her celebration to take notice.

FLASH:  
Well, whattya know. Bookworm showed up after all.

PETER:  
Hey guys.  
(joking)  
Flash, you're looking especially lovely.

FLASH:  
Yeah, well don't get any ideas Parker. There's not enough alcohol  
in the world. And I'm shipping out tomorrow.

PETER:  
(grinning)  
Your loss "sailor" 

FLASH:  
(smiling)  
Why..I oughta...

PETER:  
(shaking Flash's hand)  
All the best man. We're with ya. Go get 'em.

FLASH:  
Thanks Parker... means a lot.

Mary Jane walks up. Liz is behind her.

MARY JANE:  
You made it Petey-O.

LIZ:  
Hey Peter.

PETER:  
Hi MJ, Liz. Yep. I woukldn't miss saying goodbye to lunkhead for anything.

Laughter and Flash smiles. Peter smiles back. He'd gained a whole new respect for Flash when he foolishly had gone up against Dr Octopus, dressed as his hero... Spider-Man.

HARRY  
Pete. Can I talk to you for a minute?

PETER:  
Sure Harry. Whats up?

HARRY  
I, uh. Well, you know dads coming home tomorrow.

PETER  
(nervous  
expression)  
Yeah...

HARRY  
(looking at Mary  
Jane)  
Look at her. Isn't she gorgeous?

PETER  
She sure is something. You're a lucky guy.

HARRY  
I'm gonna be busy the next couple of days... tying up some lose ends at the office, and... soending time with dad. I want to make sure he's ok Pete. I mean before the accident, he seemed so strange. I've had alot of time to think about what it would be like if I lost him.

PETER  
(lowers head)  
I know what that's like.

HARRY  
Yeah, I know, with your uncle and all. Listen, Pete, I was wondering if you could just keep an eye on MJ, over the next couple of days, just til I get thing situated.

PETER  
(looks at MJ)  
Sure Harry, but, MJ is more than capable of taking care of herself.

HARRY  
I know, but well, she's got that reading for her play, and I think she was disappointed when I told her I couldn't be there with her. Gotta go to the plant and check on a couple of things before he gets home, and come on pal, its _me_... 

PETER  
Sure. sure, buddy. I need check in on Aunt may anyway. I'm sure she  
wouldn't mind seeing Mrs Watson.

HARRY  
THanks dude. Means alot. And it will to her too.

PETER  
What are friends for?

Harry smiles.

INT. THE CONNORS RESIDENCE, (BEDROOM) - NIGHT

Martha, in nightgown, and hair down comes out of bathroom to the bedroom, whre Curt Connors is in bed reading. He is wearing glasses.

MARTHA:  
( brushing  
long hair.)  
That Peter Parker is such a sweet boy.

DR CONNORS:  
(half-hearted  
while studying)  
Mmh hmm, yeah.

MARTHA:  
He was telling me about 'Gwen". I could really tell how important she is to him.

DR CONNORS:  
Un hunh.

MARTHA:  
Are you even listening ot me Curt?

DR CONNORS  
(still reading)  
Of course I am sweetheart. How could I NOT be?

MARTHA  
(teasing)  
Now what is that supposed to mean professor?

DR CONNORS  
Nothing dear...  
(looks up from behind glasses)  
Its just that I couldn't possibly hear all you have to say.

MARTHA  
Why you..  
(slaps him with  
pillow playfully)

Curt hugs his wife and she pauses, almost as if sensing something... different.

DR CONNORS  
What is it? What's wrong.

MARTHA  
(pause)  
Nothing. Nothing at all.

DR CONNORS  
You sure?

MARTHA  
(climbing into bed)  
Sure. I just worry sometimes. You work so hard...

DR CONNORS  
You know I don't deserve you.  
(kissing her head)

MARTHA  
(playfully)  
No, you don't.

DR CONNORS:  
Funny.

MARTHA:  
(turns off light)  
I missed you.

DR CONNORS  
You did?

MARTHA  
Yeah... I did.

DR CONNORS:  
(sly grin)  
Why don't you show me Mrs Connors?

The two embrace and kiss passionately, before Martha pauses looking up.

MARTHA  
Curt...  
(slightly shakes  
him)  
Curt?

Curt Connors is fast asleep much to Martha's dismay. Figuring he must be exhausted from his trip , she reluctantly turns out the light and rolls over to go to sleep. We see Dr Connors sleeping.But.. a closeyp reveals... his eyes are open!

INT. SECLUDED OFFICE - NIGHT

We see strange man, with dark features. He is known in certain circles as THE CHAMELEON. The stranger walks into his office, sits down and pushes a  
button on a small red box. From a speaker in the box comes a deep, but very proper voice, that belongs to his superior, the mysterious leader of the powerful Crime Syndicate, referred to only as ... THE KINGPIN.

KINGPIN: (V/O)  
Yes Dmitri.

CHAMELEON:  
(speaking with a light  
Russian accent)  
The scientific team has completed work on the battle suit. We are ready for testing. I think you will be most pleased.

KINGPIN (V/O)  
I expect I better.

CHAMELEON:  
(wincing slightly)  
Would you like to see it?

KINGPIN (V/O)  
Most certaily I would like to see it. I.. may even test it out myself. After all, if it proves to be no match against me. How will it fare against Spider-Man?

CHAMELEON  
Do not worry. Aleksei has gone under months of strength enhancing  
treatment. And with the suit, he will be virtually unstoppable. Spider-Man doesn't stand a chance. He will be erradicated.

KINGPIN: (V/O)  
No.

CHAMELEON:  
(baffled)  
Excuse me?

KINGPIN: (V/O)  
I do not want Spider-Man harmed.  
(pause)  
He must be detained and captured. I want him brought to me, where I  
will teach him the meaning of submission.

CHAMELEON:  
As you wish... But...

KINGPIN: (V/O)  
(interrupting)  
The last few months the streets have grown restless There are others who oppose me... seek to have what I've worked so tirelesly to acquire... think they can simply take it, right under my nose. This suit... is new muscle that will be just what I need to keep them in line. And after we have captured the "wall-crawler", and "convinced" him to "join" out little "organization"... only then will they realize my true might...  
(pause)  
Mr Smerdyakov, inform me when I may meet our newest "agent". I look forward to it greatly.

The man known as The Chameleon nods his head in silent understanding.

INT. FOREST HILLS (THE PARKER RESIDENCE) - DAY

We see the quaint living room of the small working class home occuppied by Peter's AUNT MAY and her friend, and sometime nurse ANNA WATSON. There's a quick KNOCK on the door from outside and then it opens. Peter leans in.

PETER:  
(smiling)  
Anybody home?

AUNT MAY:  
(jubilant)  
Peter!  
(seeing MJ walk in  
behind)  
oh, and Mary Jane. What a pleasant  
surprise.

Peter kisses his aunt on the cheek.

MARY JANE:  
Hi Aunt May. Glad to see you back to your  
rockin' self.

AUNT MAY  
Thank you dear. I assume thats a good thing.  
(calls)  
Anna? Come see who's here.

Peter and MJ smile.

ANNA: (O/S)  
(coming down the  
stairs)  
Ohhh. I bet I know. Mary Jane...

ANNA: (cont.)  
(surprised)  
and... Peter?

PETER:  
Hey Mrs. Watson.

ANN:  
(looking around)  
Where's Harold?

MARY JANE:  
Harry's dad comes home today. So, he's a little busy with that.

Peter flinches slightly.

ANNA:  
Mr Osborn. Oh yes, I read all about that in the papers.  
(pause)  
Young Harold must be so glad to have him back.

PETER:  
(still slightly  
uncomfortable)  
Yeah, he is.

MARY JANE:  
(sigh)  
Good old Harr- he was worried about me, so he assigned me this handsome bodyguard to look after me. Right Petey?

PETER  
(blushes)  
Gosh MJ.

AUNT MAY:  
(about Harry)  
How thoughtful.

MARY JANE  
(playfully)  
Harry better not stay away too long...  
(glancing at Peter)  
I don't know how long I may be able to resist this boy's charm.  
(melodramatic)  
Why.. I might not be able to control myself.

Peter just shakes his head.

ANNA  
I'm glad you dropped by. Wish you would more often.  
(pause)  
So...  
(intrigued)  
what have you two got going today?

May looks on, curious as well.

MARY JANE:  
Just kinda hangin out right Pete? Oh, and I'm reading for a part in a play this afternoon.

AUNT MAY:  
Really Mary? Thats so exciting.

MARY JANE:  
Yeah, it my first one, just a little campus production, but I'm reading for a pretty big part, so I'm a kinda nervous. Been trying to talk your nephew here into trying out too.

PETER:  
She's been making me read lines all morning. I told her I didn't know how to do an English accent.

AUNT MAY:  
Oh, we were just about to make some lunch; tuna fish sandwiches. I even have some of those potato chips you like so much Peter.

PETER:  
Actually, Aunt May, we... uh... just stopped be for a minute. I've gotta run by The Bugle and pick up a check, before we go to the audition. Mmm, sounds good though. I'll take a rain check.

ANNA:  
Oh, I wish you could stay. You'll call me later and let me know how you did with your play, won't you Mary Jane.

MARY JANE:  
Of course.

She hugs both ladies.

AUNT MAY:  
Peter, you have an umbrella don't you. I hear there's showers this afternoon.

PETER:  
(smiling)  
Yeah Aunt May, We'll be alright. I'll check in on ya later.

After Peter and MJ leave, May and Anna share a knowing, content look.

EXT. LONG ISLAND (THE OSBORN MANSION) - DAY

A dark colored Rolls Royce with tinted windows pulls up to and stops at a large gated entrance. Slowly, the heavy wrought iron gates part and the car drives through.

HOUSE P.O.V.

From the house's perspective we see the big car lumber slowly up the long driveway, before coming to a gentle stop.The driver gets out, and opens the rear door. From out of the car appears NORMAN OSBORN. Wearing a long black coat and gloves, he pauses to look up at his huge, sprawling ancestral home. It has been nearly a year since the accident at his warehouse that caused him to lose his memory. He might have lost more than just memories had Spider-Man not been there to save him, or so he's been told.

Norman smiles slightly. It must feel good to be home.

INT. THE DAILY BUGLE - DAY

J Jonah Jameson is in his office, lookin over some editorial copy, when suddenly a VERY LOUD NOISE comes from outside. He looks up and there is more NOISE. JJ gets up to look out the window, when suddenly Betty Brant comes in.

BETTY  
Mr Jameson, Mr Jameson!. There's something going on out front in the  
street.  
(interrupted by  
loud noise)  
What is it?

JAMESON  
I-I don't know.  
(looking out the  
window)

CUT TO:

EXT. THE STREET

A car slams on its brakes to avoid hitting another, just before yet another car lands FROM THE AIR on the first car.

People are scattering, screaming with panic.

More destructive NOISE.

CUT TO:

INT. JAMESON'S OFFICE

Betty looks frightened. Events from just a few years ago, events no New Yorker or American will ever forget, begin to enter her mind.

JAMESON:  
(rattled)  
I don't know what the hell's goin on, but...  
(dials phone,  
pause, hangs up)  
Bah! Where's Parker when you need him?

CUT TO:

EXT. THE STREET

We catch a glimpse of the source of the ruckus, in the form of two MASSIVE LEGS, obstructed by debris, that lumber off behind more debris. We also hear amidst the chaos, a low, DEEP BREATHING and occasional GRUNTING sounds.

Peter and MJ arrive at The Daily Bugle to discover utter chaoes. Out side the offices, cars are over turned. The front door is smashed.

MARY JANE:  
Oh my God. Wha...?

PETER  
(alarmed)  
MJ ... Stay here. I'll be right back.

MARY JANE:  
OK ... um..  
(pauses, looks  
around)

Peter is gone...

MARY JANE'S P.O.V.

Two police cars are parted like lawn furniture, and we hear FOOTSTEPS, that almost seem to echo through the ground.

Now we get full view of the source of the carnage. THE RHINO stands nearly seven feet tall, and seemingly almost a wide, encased in a bulky, layered, dark gray "armor". The suit continues up and over his head, to a point, or more accurately, a horn. Through a small opening in the helmet, behind a strong sheet of plexiglass, is the face of Aleksei Sytsevich, former small time prize fighter,thug and reknowned "muscle" in underworld circles. He is, though, by all intents and purpose ... unrecognizable.

Rhino pauses and lets out a bestial roar. With a snort, the gargantuan terrorist lowers his head and slams into a taxi cab, turning it on its side. He crouches and looks around.

THE RHINO:  
(deep, slow voice)  
Where are you!

SPIDER-MAN (O/S)  
You lookin' for me?

THE RHINO:  
Rrrrrrrrrrrrr!

SPIDER-MAN  
(hopping down)  
Looks like somebody went off their meds.  
(looks around)  
I am NOT cleaning this up.

MARY JANE:  
(under breath)  
Spidey.

THE RHINO:  
You are mine little man!

SPIDER-MAN  
Well, I'm flattered big guy. But I'm sort of spoken for.

The Rhino lowers his head and charges. Spider-man dodges, but the impact with a building wall brings dust and debris on top of the web-slinger.

SPIDER-MAN:  
(brushing himself off)  
Mister, its one thing to mess up the city, and frighten citizens...but when you dirty up the costume...

Spider-Man leaps on to the back of the violent behemoth, and administers punches, blow after blow, seemingly to no avail.

THE RHINO:  
(laughing)  
Is there a bug on me?

Rhino, reaches behind and grabs the hero, plucking him off, and and slams him to the ground. He lifts a massive leg to stomp him, but the web-slinger quickly rolls out of the way.

THE RHINO:  
Bah, you wiggled out of it, but its only a matter of time before I  
squash you, like the little maggot you are.

SPIDER-MAN  
Maggot? That hurts man. Do I look like "Maggot-Man" to you?  
(looks down at costume)  
Hmm, and this from a fat guy in a rhinoceros suit.

Suddenly Spider-Man leaps in for a flying kick to the Rhino's side. But he bounces off of him, and the attack is in vain. The armor that protects him seems inpenetratable. One swat of a arm sends the hero flying backwards and in to a car. Before he can recover, the Rhino charges and with a head butt sends him flying through the air. Spider-Man instinctively fires a web-line and comes back with a kick to the Rhino's chin, which stuns him, if only temporarily.

THE RHINO:  
(chuckling)  
Like you can hurt me, you little runt.

The Rhino reaches to crush him for good, but grabs air as Spider-Man has inhumanly dodged the lunge with an agility unimaginable. Picking up a pile of debris in a web "sling-shot" he sends it hurdling at the giant, hitting him square in the face; a blow that sends him reeling backwards. In an instant the spider is on him, with lightening-quick punches and kicks to the face. Dazed, The Rhino staggers backward, trying to shake the attack off. He reacts to a radio signal in his helmet and decides to suddenly make a hasty retreat as more sirens approach.

Instead of taking off after him. Spider-Man leaps over to where Mary Jane has taken cover.

SPIDER-MAN;  
You alright Miss?

She nods her head and Spider-Man leaps away.

MARY JANE:  
(catches her breath)  
I'm great.

After the thrill has subsided, she remembers...

MARY JANE:  
Peter.

She begins to frantically look around.

MARY JANE:  
Peter!

A wrecked car moves slightly, and she noticing it, she pauses.

Out from under the car, Peter appears slowly, careful to make sure his camera is seen, as he crawls out from under the wreckage.

MARY JANE:  
There you are. Peter, are you OK?

PETER:  
(rubs head)  
Yeah..  
(pause)  
I think so.

MARY JANE:  
Spidey ran that thing off. You missed all the excitement.

PETER:  
(grinning slightly)  
Yeah... yeah, guess I did.

INT. EMPIRE STATE UNIVERSITY, SCIENCE BUIDING - DAY

Dr Connors is lecturing his mid-morning advanced biology class. We cannot really make out what he is saying.

EXT. ESU SCIENCE BUILDING - DAY

Pull out of window from outside P.O.V. Then we see a shadowy figure skitter up the side of the building. Seconds later the figure enters a vacant top floor window.

CUT TO:

INT. DR CONNORS CLASS ROOM - DAY

Peter tries to slip in unnoticed, but ends up dropping some books from his bag. Connors looks up and gazes at Peter, acknowledging his tardiness, but not commenting on it, before continuing with his lecture.

CUT TO:

INT. ESU, CONNORS' OFFICE - DAY

Peter walks in.

DR CONNORS:  
(unchararistically  
gruff)  
Yes Peter.

PETER:  
I uh... finished the indexing and I cleaned the lab, and well, did you need me to look over the papers?

DR CONNORS:  
(again short)  
No. that 'll be all.

PETER:  
Well, ok, guess I'll take off then.

Looking down at his work Connors silently nods and Peter begins to leave.

DR CONNORS:  
Peter...  
(looking up)

PETER  
Yeah?

DR CONNORS:  
I realize, our relationship is not like any I have with other students, or have ever had, for that matter. But I'd appreciate it if you could at least have the courtesy to come to my lectures on time.

PETER:  
(a bit surprised  
and embarrassed)  
Sure, I undersand. I'll do better.

DR CONNORS:  
(looking back down)  
It really has grown tiresome.

PETER  
Y-yessir. I'm sorry. It won't happen again.

DR CONNORS:  
Good.  
(goes back to work)

Peter hesitates and leaves, a bit taken back by Connors' uncustomary abruptness.

INT. OSBORN INDUSTRIES - DAY

Norman Osborn walks in to the executive offices of Osborn Industries. He is met by his right hand man, DONALD MENKEN.

MENKEN:  
Welcome back sir.

OSBORN:  
Good to be back Donald.

The two walk in to Norman's plush office. Norman adjusts a few things, pictures, and lamps.

OSBORN:  
Everything appears to be in order.

MENKEN:  
Just as you left it.  
(nervous pause)  
You've read the quarterly report?

OSBORN:  
Indeed I have. Well done Donald.

MENKEN  
Thank you sir.  
(pause)  
Actually You're ... son, was quite helpful.

OSBORN:  
(surprised)  
Harry?

MENKEN:  
Yessir. He was in here, almost every day... asking questions and  
following up.  
(kissing up)  
You've raised a fine young man there Norman.

OSBORN:  
(pleased)  
Well...  
(pause)  
I must say, I'm pleasantly surprised. He's not as assertive  
as I'd prefer, but he has a good heart, much like his mother.

MENKEN:  
(changing the  
subject)  
We've a meetin with the Fisk Foundation this week, the...  
(pause)  
What... Norman, what is it?

Norman freezes, with a pained look on his face.

OSBORN:  
I-I don't know. Its nothing. Just felt a little dizzy for a moment there.. Nothing to worry about.

MENKEN:  
Yes, well, you mustn't rush things. Baby steps Norman.  
(pauses, remembering who he is talking to)  
I'll ... uh, leave you to review.

OSBORN:  
Yes... thank you Donald. I... really do... just need some time to review. Now if you wouldn't mind...

MENKEN  
Of course.  
(walks out)

Norman looks away.

INT. ESU, CONNORS' LAB - NIGHT

Working late in to the evening, we see Dr Connors studying and making notes. Behind him are glass cases filled with snakes, lizards, and various reptiles. Connors appears to be making a measurement at the end of the stump that used to be his right arm. After careful examination, he appears, pleased, even amazed.

He makes more notes and then mixes some chemicals in a vial, before producing and loading a syringe. Connors looks around, rolls up his coat sleeve, grimaces and plunges the needle into his right shoulder like a knife.

After a moment of stillness, Connors' head lifts back. His eyes roll slightly back into his head slightly and we see a slight chill has come over him. Hands trembling, he then looks over at a computer that he is wired to via eletro-node that is monitoring his vitals.

With the click of a button, a data sheet is printed out. We can make out a couple of lines, _"200 protein boost"_ and _"significant lowering of the metabolism"._

Connors becomes dizzy and his head drops to his desk.

Suddenly the door opens and he is not alone. In walks DR FRANKLIN "FARLEY" STILLWELL.(45) Stillwell is tall, and lanky,with greying temples. He has a somewhat intimidating presence, despite his slightly boyish face.

DR STILLWELL:  
Sorry to interrupt, but I saw the light; didn't think anyone  
(pause)  
My God. Curt... are you ok?

Other than looking up with a blank stare, Connors is unresponsive.

STILLWELL:  
You've done it haven't you? You've tried it on yourself.  
(pause)  
You fool. We have no idea of the cons-

CONNORS:  
(lethargic)  
I-I 've found the answer Farley.  
(pause)  
We were right. Its in the DNA. The key is in the animal's own spinal fluid.

STILLWELL:  
(moment of pride)  
I... knew it. Mixing animal DNA with a live human subject can result in  
(pause)  
You should have told me.

CONNORS:  
Farley... look.

Connors rolls up his sleeve of his right arm to reveal a pinkish veiny extension growing from the nub of his arm. Stillwell looks on in shock and amazement.

CONNORS: (cont.)  
(beaming)  
Incredible isn't it? Based on my calculations, my arm could be fully re-generated inside 6 weeks, maybe less.

STILLWELL:  
Impossible. No.This is madness. My theories only suggest animal DNA could enhance human performance, not re-grow entire limbs...

CONNORS:  
(turning belligerent)  
Its not all about _your_ research... Stillwell.

Suddenly there is flame in Connors' previously blank eyes. Stillwell notices the change. He backs away slightly as Connors stands up.

STILLWELL:  
W-whats gotten in to you Curt? This research, your mood swings. Since you've come back, y-you're not...

CONNORS:  
(moving closer)  
Not... what?   
(pause)  
Octavius was right about you Stillwell. You don't have the stomach for advanced science. I've made a break-through here, and all you're concerned with is your own pathetic ego. Petty Jealousy.

STILLWELL:  
You've gone too far ... I'll 

CONNORS:  
You'll what my friend? Go to the board?  
(chuckles)  
May I remind you Warren loathes you. Only my endorsement has kept you here this long.

STILLWELL:  
(backing away)  
N-No. Stay way from me. Y-you're mad.

Connors reaches and grasps Stillwell by the throat, nearly lifting him off the floor. 

CONNORS:  
(his voice low,  
guttural)  
You are weak.  
(quick, deep breath)  
And you reek of fear. I don't need you Stillwell. I never needed you.

Stillwell, indeed LOOKS full of fear, but at the last moment Connors releases his grip on his whimpering comrade, and wipes his mouth.

CONNORS: (cont.)  
Now...  
(pause)  
get out of my sight.

Stillwell gathers himself and hastily departs.

Connors staggers back, with a confused look, perhaps surprised at his own behavior. He collapses on his chair, and then slides into the floor, passing out.

INT. THE CONNORS RESIDENCE - BEDROOM - NIGHT

Martha comes out of the bathroom, takes off her robe and climbs in to bed. She looks at the clock. It is late. Curt is not home. She picks up a book to try and read, when she hears a SOUND. Perhaps the newness of living in the city is getting to her but she is startled.

MARTHA:  
Curt?

She walks through across the top floor of the upstairs apartment and checks on Billy who is sleeping soundly. Martha then apprehensively begins to walk down the stairs.

MARTHA: (cont.)  
Curt? Is that you honey?  
(pause)  
_Not_ funny Curtis. You'd better not be trying to scare me.  
(descends stairs)

INT. LIVING ROOM

Martha slowly goes to the front door, notices it is locked, like it should be and then makes her way to the kitchen. Had she left the light on?

She pushes the door open and... nothing... nobody. Maybe she is hearing things.

Martha goes back upstairs, looks in on her son one more time  
and returns to the bedroom when...

INT. BEDROOM

Dr Connors SUDDENLY appears from the bathroom.

Martha gasps.

DR CONNORS:  
(brushing teeth)  
Hi darling.

MARTHA:  
(relieved)  
Curt... you scared me. You-

DR CONNORS:  
(chuckling)  
Sorry dear. I thought you might be asleep. So I tip-toed.

MARTHA:  
(playfully angry)  
More like creeped. Whatever happened to a robust "honey I'm  
home" ... "late again", I might add.

Connors chuckles again and puts his arm around his wife.

DR CONNORS:  
You're so beautiful when you're angry.  
(kisses her on  
forehead)

MARTHA  
(playfully pushes  
away)  
Curt. These nights ... working late all the time. I thought the whole point of Billy and I relocating was so that we could be together.

DR CONNORS:  
"Maddie", sweetheart. You know I've had alot of catching up to  
do, after my study. Keeping up with my research as well as my classes is enormous, sometimes overwhelming.

MARTHA  
Yes, I know. I just didn't realize I was moving to New York to spend my evenings with Conan O'Brian.

DR CONNORS:  
(joking in a mock accent)  
Left me for 'nother Irishman eh?

MARTHA:  
(rolling eyes)  
I'm serious...  
(pause)  
What is it Curt? What is this obsession? You know I love you... _all_ of you, as you _are_. Not as you were.

She had decided to "go there". Connors' expression turns cold.

DR CONNORS:  
They took my arm, not my mind.  
(pause)  
Martha, I'm so close... close to an answer, something real. My research on reptile limb re-generation combined with Stillwell's Neogenic theories have brought to light fascinating possibilities... I will find an answer. Not only for me, but imagine the help I can bring to others like me. Others who know the challenges of going through life less than whole. Others like the small child who longs to walk again, or... for the first time.

MARTHA;  
Oh Curt... I don't care about all of that. I mean, I do, and I know its important to you. But, I just want the man I fell in love back in college, and had a child with. I never see you, Its no different than when we were seperated by a thousand miles. Its just now we're together... but apart... with colder weather.

DR CONNORS:  
It may not seem important to you, but you don't know what its like to live this way... to have people stare at you all the time, as if... as if  
(pause)  
you weren't quite human.  
(turns to walk away)

MARTHA:  
Curt, where are you going? Aren't you coming to bed?

DR CONNORS:  
(facing opposite with head turned slightly)  
I'll be in my study. Go to sleep Martha.  
(leaves)

MARTHA:  
(under breath)  
Curt...  
(tearing up)

EXT. MANHATTAN UPPER EAST SIDE - DAY

INT. NORMAN OSBORN'S TOWNHOUSE

Norman walks in, takes his coat and off and looks around. He considers pouring a drink, momentarily glancing over at the bar, before hesitating and declining. He calls out throwing his intimidating voice up the stairs.

OSBORN:  
Harry?  
(pause)

HARRY: (O/S)  
Yeah dad?

OSBORN:  
Come down here please.

Norman throws his coat over a chair as Harry comes down the stairs. Harry is wearing glasses and appears to have been looking over some papers.

OSBORN:  
Just came from the office.

Harry looks nervous.

OSBORN: (cont.)  
(pause)  
I just want to thank you son. Donald told me what a help you were in my absence. I must say, I'm surprised and also... relieved.

HARRY  
It was nothing sir ...Just glad you're back.

OSBORN:  
And I wanted to tell you not to stay aroun here for your old man's  
account. I'm fine. You still got school, right, and then there's this... girl I  
still haven't met.

HARRY:  
Right. Mary Jane. She's looking forward to meeting you too. And I  
don't mind. I want to help.

OSBORN  
Your friend...  
(pause)  
Parker... how is he?

HARRY:  
Pete's good. He's a real friend.

OSBORN:  
Glad to hear it. And... still dating... uh, Miss Stacy?

HARRY  
(slightly puzzled  
by his dad's  
sudden interest)  
Er, well, no, I mean I'm not sure. She left town after her father was killed.

OSBORN:  
Ah yes, of course. How forgetful of me. Terrible shame, that was.  
I'm sure it wasn't easy for Peter either.

HARRY  
No. but he's alright.

OSBORN:  
He's welcome to continue to _share_ the apartment  
as long as he likes, of course...  
(hinting at Peter not  
paying rent)  
but if he ever wants a _real_ job, I could probably use someone like him down at the plant.

HARRY  
Cool. I'll tell him.  
(changing subject)  
Almost forgot. Kolina called... again. She seems to be quite  
concerned with how you're doing,  
and not just on a _professional_ level.

OSBORN:  
She's an angel. I don't know what I would have done in that  
place without her.

Harry is surprised at this new side of his father.

HARRY:  
Well, she seems quite taken with you. You must have made an  
impression.

OSBORN:  
Perhaps...

A rare WARM smile crosses Norman's lips.

INT. THE CONNORS RESIDENCE - DAY

Martha answers the door and it is Peter.

MARTHA  
Peter. Thank you for coming.

PETER  
You sounded worried. What's wrong?

MARTHA:  
Its Curt. Something's not ... He's...  
changed, not been himself lately. 

PETER  
When did you first notice?

MARTHA  
When he came back from the Everglades. He was  
different. Colder, more distant. I  
first thought he'd pushed himself too far  
that his drive, his ... well,  
He's always been so  
obsessed with his handicap.

PETER:  
You mean his ... arm?

MARTHA  
(looking down)  
Yes.

PETER  
Mrs Connors... he's never told me.  
How did he lose his arm? What happened?

MARTHA  
(sigh)  
I suppose you should know.

CUT TO:

EXT. UNIVERSITY OF SOUTH FLORIDA 1985 - Day

FLASHBACK MONTAGE: Young Martha and Curt /The Navy/ A Wedding

MARTHA (V/O)  
I first met Curt in college  
He was a brilliant, handsome,  
young man. I was  
studying elementary education and  
a long way from home. He  
helped me through freshman science.  
Not many people know Curt's father died in Vietnam  
when he was young and that he did a 2 year  
stint in the Navy so he could to help pay  
his way through college. All the Navy asked  
in return, was that he  
graduate an officer and remain a reserve for 3 years.  
But Curt had dreams of his own;  
of becoming a surgeon,  
and saving lives. After graduation,  
we were married, and he enrolled in medical  
school at the University of Florida.

INT. THE CONNORS' RESIDENCE

MARTHA:  
But then came  
came, THE GULF WAR ... and suddenly  
the Navy's "price" went up.  
Of course, being Curt, he  
refused a safe, secure, staff  
position in a Saudi Medvac Tent to  
be a field medic, imagining that had  
someone like him been there, on the battlefield, his father  
may not have died. He was assigned to a  
Marine Regiment leading the first ground offensive.  
I was more scared than he was...

CUT TO:

EXT. AL-JAHRA, KUWAIT- Feb 1991 (FLASHBACK)

The United States Third Marine Regiment is entrenched in a sandy desert hell as smoke billows from all around from the burning oil fields.

MARTHA (V/O)  
I was more scared than  
he was.  
(pause)  
Fierce resistance  
was expected.

PAN to reveal enemy tanks preparing to defend their homeland, with the sound of men shouting in Arabic.

MARTHA (V/O)  
(recounting Curt's story)  
Worst of all was the fear  
of deadly chemical attacks.  
Curt and  
a young enlisted marine had become  
cut off from the rest of their  
platoon in the heavy smoke from the  
burning oil fields.

FLASHBACK: REAL TIME

EXT. KUWAIT 1991

Dr Connors and the YOUNG MARINE are hunkered in  
a trench against a large sand dune.

SFX: GRINDING and WHINING sounds of tanks in the distance.

The young marine looks around. He seems disoriented and  
frightened. 

SFX: MACHINE GUN FIRE (close)

DR CONNORS  
(yelling)  
Get down!

Blasts and shooting in the background.

YOUNG MARINE  
We-we're not going to make it.  
I don't want to die out  
here Lieutenant...

DR CONNORS  
(doubting)  
You won't. Just sit tight  
til this smoke clears and we can  
get our bearings.

YOUNG MARINE  
N-no. I don't like this. I don't  
like this...

DR CONNORS  
Steady Private.  
(looks up)

Planes fly over.

DR CONNORS  
See there? Here come fthe flyboys  
to take out those tanks. We'll  
overpower 'em and 

Loud sound of fighter jets and artillery fire.

Mumbling incoherently and then yelling, the young Marine  
panics and runs off; disappearing in the smoke.

DR CONNORS  
Wait. Don't!

Completely panicked and disoriented the young marine is cut down by stray machine gun fire.

Connors turns his head in disgust as the Naval and Marine planes  
continue to barrage the enemy tanks.

Then, in a moment of brief silence, he hears him, crying out  
in pain, still ALIVE. Wincing at the sound, Connors prepares to make a  
break to try and rescue him.

DR CONNORS  
Don't move. I'm comin' to get ya.

With a quick glance around, he jumps up out of the  
trench and runs toward the young soldier, who is groaning in pain.

Connors reaches him and quickly checks the wound. He then tosses  
him up over his back and begins to run back for cover. But the  
smoke makes it tough to see where he came from.

Connors runs with the young marine on his back,

SLOW MOTION

Continuing to run, a shell hits just to his right and  
there is an EXPLOSION.

CUT TO:

INT. THE CONNORS' RESIDENCE

MARTHA: (CONT.)  
The government couldn't confirm it,  
but it may have been friendly fire.  
(pause)  
So much for  
becoming a surgeon. 

PETER  
(shocked)  
I-I never knew.

MARTHA  
No one really does. Like I said, he  
doesn't speak of it. Remarkably he  
blames himself for that young  
man's death.

PETER  
But there was nothing...

MARTHA:  
I know...  
(changing subject  
as if she's said too much)  
He was so excited to get this  
opportunity at ESU, and soon I was  
hearing glowing reports about this  
amazing young student... Peter Parker.

PETER  
(blushing)  
Well...

MARTHA  
But ever since he came back from the  
field study... Something was different.  
He was colder, not his usual, self.  
A wife notices. I was hesitant  
about moving here, but at the  
same time thrilled that we were all  
going to be together again on some sort of  
consistent basis. I told  
myself once things were back to normal  
Curt would be back to his old self.  
But...

PETER  
What?

MARTHA  
Its only gotten worse... the coldness,  
the irritability... I was  
too engrossed in the fact that we  
were finally going to be together  
again in New York, with a new  
life to face it.  
(looks at Peter)  
You... you've noticed it too  
haven't you.

PETER  
(hesitates not  
wanting to feed  
her fears)  
I... don't... I mean...

MARTHA  
You've seen it. He's changed  
Peter. Curt is different somehow.

PETER  
(hesitates again)  
Yeah... I've noticed it. Ever  
since he's gotten back from  
Florida.  
(pause)  
Little things like ... he has less   
patience.Doc is one of the kindest gentlest  
souls I've ever met. But lately...  
well, like you, I guess I just attributed  
it to exhaustion.

MARTHA  
Oh... Peter. I don't know what to  
do. I've tried talking to him,  
but...

PETER  
Why don't you let me talk to him.  
Emotions aside, it might be  
easier. Maybe I can get him to  
open up about what's troubling him.

MARTHA  
Would you do that?

PETER  
Sure.

MARTHA  
(dabbing at a tear in her eye)  
Thank you Peter. You are so sweet.  
I can see why Curt thinks so  
highly of you.

PETER  
Thanks Mrs Connors.  
(getting up to leave)  
I'll try to talk to him in  
the morning.

MARTHA  
Please. Its Martha.

PETER  
Alright.  
(smiles)  
Martha.  
(leaves) 

DISSOLVE TO:


	2. Act II

INT. EMPIRE STATE UNIVERSITY POST OFFICE - DAY

Peter walks in, unshoulders his backpack and pulls out an addressed envelope.

PETER'S P.O.V.

We see it reads "Gwen Stacy ... London England."

He drops it in the outgoing mail slot, and checks his own box. Empty. He walks off sad and disappointed. There is still no word from Gwen.

INT. ESU SCIENCE BUILDING - LATE AFTERNOON

Peter makes his way down the hall to Dr Connors' office.

Just approaching the door...

SFX: SPIDER-SENSE (subtle)

Pete knocks on the door several times.

PETER:  
Dr Connors  
(knocks again)  
Doc, its me.

Looking around, Peter breaks the lock by twisting the knob as easily as you or I would turn one to enter a room.

INT. ESU - CONNORS' OFFICE

Inside, Peter finds a messy, disheveled room, but no Connors. He walks cautiously through the door to the scientist's private lab facility.

Connors is sitting in an almost catatonic state... motionless, eyes wide open, blindly staring. He is a complete mess... pale, hair out of place, with dark circles under his eyes.

PETER:  
Dr Connors. Are you alright?  
Doc...its me, Pete.

CONNORS:  
(barely above a  
whisper)  
P-Peter.

PETER:  
Hey Doc. You don't look so good. I better help you get you home.

DR CONNORS:  
(slow, lethargic)  
Nooo. Have... work to do.

PETER  
I'm gonna call you a cab Doc. Here sit back down while I...

DR CONNORS:  
(snaps)  
No!  
(Pause)  
Leave me be. I'm fine. Just  
dozed off.  
(rubs head as he is sitting down)  
Thanks Peter... Now you uh, just run along. I don't need you tonight.

PETER:  
I don't know. Maybe we should-

DR CONNORS:  
(growls)  
I SAID GO!

PETER:  
(very concerned)  
But..

DR CONNORS:  
(calmer)  
Go home Parker. I've got work to do.  
(pause)  
I'm fine... really. Just haven't slept. So... busy.

PETER:  
(reluctant)  
Alright...  
(pause)  
O-kay... if you're sure...

DR CONNORS:  
You're young. Try and enjoy it.

PETER:  
Right. Well, I guess I'll be off.

DR CONNORS:  
(as Peter is Leaving)  
Close the door.

Peter nods, and leaves puzzled, concerned that there is more than just a lack of sleep causing his friend's strange behavior.

EXT. MANHATTAN SIDEWALK - NIGHT

Dr Connors takes a shortcut down an alley on his way home from nearby ESU. He stops a second, and looks around, almost with a feeling he is being watched. Continuing, three PUNKS suddenly approach.

PUNK 1:  
Hey, you.

DR CONNORS:  
Me?

PUNK 2:  
No, he was talking to the lamp post smart ass.

PUNK 1:  
Looks like we got ourselves a limp-wing. Hand over your wallet mister, and no one's gotta get hurt.  
(pulls out a knife)  
_bad._

Connors, surprised, remains still.

PUNK 3:  
He aint listening too good boys. I think he needs some "encouragement".

DR CONNORS:  
Leave me alone. I-- don't want any  
trouble.

PUNK 2:  
Aw, isn't that cute. Did you hear that fellas? Da professor here don't want no trouble.

Punk 2 slaps Connors across the chin with a blunt object.

Connors is knocked back and falls to his knees. Head down, he wipes a trickle of blood from his chin. Then... he lets out a low, strange SOUND and raises to his feet.

PUNK 2:  
What... Not convining enough for ya? Ya want some more eh?

PUNK3  
He's dis'n us man. Lets teach 'em a lesson.

Another low strange SOUND.

PUNK 1:  
Dude ... eat some bad pizza or something?  
(nervous chuckle)

another SOUND like a BELCH deep from inside Dr Connors.

PUNK 2  
(backing away.)  
No... something aint right...  
(shines flashlight)

The light shines in Connors' face. His eyes almost seem to glow, and he has a twisted, angry expression.

PUNK 3:  
He's got some kind of disease or somethin'. Come on. It aint worth it.

PUNK 1:  
Screw that, lets take him.  
(raises knife)

Another strange sound that now sounds like a low hissing growl, and then... like a cat, Connors springs and is on top of the first mugger, flailing away, and clawing at his face. The second punk moves in and Connors pulls back and grabs him with his one hands, tossing him away like a pillow.

PUNK 3:  
(wide eyed)  
Holy !

The third mugger turns to run as Connors moves into him, wild eyed and savage. Suddenly! ... A red and blue figure swoops in and and grabs the mugger taking up on to the side of a wall.

SPIDER-MAN:  
Now... I'll ask you to kindly cease harassing the citizens and get back in your cage.  
(to Connors)  
Its ok professor, I've got your back.

PUNK 3:  
Y-you gotta be kidding. You just saved me from him. He's a madman.

SPIDER-MAN:  
Right.. and I'm the Easter Bunny.

Spider-Man hops down and does a bit of a double take when  
he sees the two unconsious men lying around. He then webs them all up together and leaves them hanging in a large web-sack.

SPIDER-MAN:  
(puzzled)  
Looks like you... uh... did a pretty good job there Connors.

DR CONNORS:  
Self defense training... Navy.  
(pause)  
Y-you know me?

SPIDER-MAN:  
I'm... uh... familiar with your work. Just call me a bit of a science buff. What are you doing out here at this hour?

DR CONNORS:  
Working late... was headed home from my office, when these punks jumped me.

SPIDER-MAN:  
(looking around)  
Lucky them.  
(pause)  
Might be a good idea to avoid these alleys. Just be careful Dr Connors. Lots of  
weirdos around the city this  
time of night. I should know.  
(points)  
I'm one of 'em.

DR CONNORS:  
Thanks Spider-Man. I will.

He watches the hero bound off before continuing on home. Meanwhile Spider-Man watches from the shadows.

INT. DARK OFFICE - NIGHT

The Russian assassin known as "Chameleon" is on the phone.

CHAMELEON:  
Yes, it worked well. It was a  
theoretical success. But we must  
have more than that.  
(pause to listen)  
No, there was no damage to the  
suit.  
(pause)  
Alexei is resting.  
(pause)  
The one weakness I see is  
endurance. You must find away to  
increase the energy levels, for  
physical power than can be sustained.  
(pause)  
I don't care.Just do what we are  
paying you to do.  
(slamming phone  
down)

He looks up with a tired expression, and rubs his forehead.

DISSOLVE TO:

INT. THE CONNORS' RESIDENCE - DAY

Connors stands in the bathroom, shirtless. We can see tiny "sores" on his back, as he looks into the mirror. Massaging the end of his right arm that is slowly growing, he then brushes his hand through his hair to discover clumps are begining to fall out. Connors winces and leans into the mirror. He reaches in to his mouth and feels around.

C/U: We see him pull back his lower lip to reveal a loose bloody tooth, that he wrestles free and it plops in to the sink with a sickening "plunk". END C/U

Connors picks up a can of shaving cream, preparing to shave, then simply puts it down. He rubs his face and brushes away some loose skin and stares in the mirror with a blank expression.

Suddenly Martha walks up from behind him and we see her concerned, almost fearful look in the mirror.

MARTHA: (O/S)  
Curtis...

CURT:  
(surprised)  
Martha?

MARTHA:  
(tearing up)  
W-whats happening to you Curt. Whats  
wrong with you?

DR CONNORS:  
(turning around)  
What do you mean dear?

He smiles ... revealing a missing tooth.

MARTHA:  
I can't do this anymore Curt. I can't.  
You...you're changing... I

DR CONNORS:  
(putting on shirt)  
Life is all about change "Maddie".  
We learn, we adapt. Its part of  
growing...perfectly natural...  
(walks toward her)

MARTHA:  
(shaking head)  
No. no. You're not right... Curt... you're ...  
(backs away.)

DR CONNORS:  
Martha, its me. I love you. Remember?

MARTHA  
(begins to cry)  
S-s-stay away from me. I  
don't know you ... Something's...

Suddenly Billy, who has just woken, comes running in.

BILLY:  
Mama?...You're crying.

MARTHA:  
Its OK, sweetheart.  
(wipes nose)  
But, we're gonna have to leave for a  
while. Daddy's not well. He's sick.

DR CONNORS:  
Martha... no...

BILLY:  
(confused)  
Daddy's sick? But I don't want to  
leave him. Why are we going?

MARTHA:  
Its just for a short time sweetie... 'til  
we can get Daddy some help.

BILLY:  
(upset)  
Nooo! I don't wanna leave Daddy.

MARTHA:  
(fighting tears)  
Just for a while.  
(sniffles)  
We're going to get him help.  
We're going to find him a good  
doctor.

DR CONNORS:  
(crushed)  
Martha...

She begins to cry again.

Connors stands there, frozen, emotionless. Or maybe the  
emotions are locked away. Then, the warm side the true  
persona of Curt Connors breaks through, and he hugs his wife.  
She sobs on his shoulder.

He raises his head and pulls back.

DR CONNORS:  
You and Billy aren't going  
anywhere...

MARTHA  
(slightly afraid)  
W-what?

Connors smiles a true smile that registers with her and she  
knows, that at least for the moment it is "him". She realizes what he is suggesting.

MARTHA  
But where..?

DR CONNORS:  
I've got the office for now. And  
then, I'll get a room. I don't  
know... just until I can "sort  
things out" ... find out whats wrong with me.

Martha, still crying, shakes her head no as Billy watches.

BILLY:  
No dad, I don't want you to go!

DR CONNORS:  
(rubbing his son's  
head)  
Its only temporary son. Until my  
work is finished. I won't be far  
away.  
(looks at Martha  
lovingly)

Connors walks off to gather a few things, before leaving his  
family behind him in a sad state of despair...

EXT. MANHATTAN UPPER WEST SIDE - DAY

Looking down one of the great concrete canyons of New York City, we see in the distance the tiny figure of Spider-man as he swings toward us, then elegantly glides downward, cutting sharply in to an alley .

INT. MURRAY HILL APARTMENT BUILDING - DAY

Peter walks in to the ground floor lobby of the apartment building where he and Harry share residence. His head down in thought, he waits at the elevator. The door opens and suddenly he sees a familiar face.

It is Norman Osborn, the man who has managed to escape and forget the terrible persona that is is "secret" alter-ego ...THE GREEN GOBLIN ... Spider-Man's most dangerous enemy!

OSBORN:  
Parker!

PETER:  
(startled)  
Mr ... Osborn.  
(pause)  
What are y-you...?

OSBORN  
(smiles)  
Just dropped by to see that son of  
mine. Must have missed him.

PETER  
(nervous)  
R-right, of course.  
(pause)  
He, uh, probably went out  
with Mary Jane.

OSBORN  
Oh yes, I am very much looking forward to  
meeting her.  
(pause)  
Listen, Parker, I was so sorry to  
hear about Captain Stacy... I ..

PETER  
Thank you sir. We all were.

Norman stares at Peter, perhaps noticing grief in his face.

OSBORN  
(changing subject)  
Did Harry mention my proposal to  
you?

PETER  
Hunh? Oh, yeah. Very generous of  
you. Once i get a few things  
cleared up, I just may take you up  
on it.

OSBORN  
Good. Come by and see me when  
you're ready. You'll tell Harry I came  
by?

PETER  
I will. And...  
(awkward)  
thanks.

Norman smiles, then turns to walk away, before stopping.

OSBORN  
Oh and Parker. Maybe you ought to  
try and get some sleep.  
(pause)  
You don't look like you feel well.

Peter offers a half-hearted nod and turns around as Norman leaves, and we see on his face an expression that is mixed with a strange combination of apprehension and relief.

INT. ATLANTA AIRPORT - DAY

Eddie Brock waits at a terminal.

BROCK  
(talking on cell  
phone)  
Yeah, yeah, tell JJ I'll check in  
when I get to Miami.  
(pause)  
Uh hunh.  
(pause)  
Thanks Betty.You're an angel.  
(hangs up)

Brock turns to face a beautiful young woman. He puts his hand across her back, and happily leads her away, perhaps to a bar.

INT. CONNORS' LAB - NIGHT

Connors is sitting upright, eyes wide open. He is sleeping. His appearence has worsened. The color of his skin has drastically changed to a pale, almost greyish tint. His ears have gotten much smaller. The eyebrows have thinned almost to the point of nothingness, helping to magnify his seemingly enlarged brow.

Suddenly "life" returns to his eyes and he is awake. Connors, stretches and yawns, running his hand through his hair to scratch his head. Clumps of hair fall out but he doesn't seem to notice... or mind. He immediately goes back to writing notes.We see he has been sketching something, a diagram with notes all around it. On the desk are various pieces of metal and electrical equipment. After a short period, he stops and slams his pencil down in frustration.

DR CONNORS  
(to himself.)  
My mind, Can't... think straight.  
How am I going...  
(slams fist on  
table violently)  
What are you complaining about  
Connors? You got what you wanted.  
(looks at his now 3/4 grown arm)  
Just minor side effects, thats  
all. They can be ... _must_ be ... corrected.

He gets a certain look in his eyes and then begins to scribble looks up with a small smile that slowly fades to a cold expressionless stare.

Getting up, he goes over to the cases behind him and takes out a live lizard, (an iguana) placing it on the table in front of him.

DR CONNORS  
Look at you. Such a beautiful  
creature. One that has survived  
for millions of years... thrived even,  
while others have simply  
faded away.  
(pauses)  
But so unappreciated. So...  
misunderstood.

Connors freezes, almost in a trance, as he admires the animal. His mind blurs and the room swirls. The reptile stares back at Connors, flicking its tounge.  
Connors grabs his head, as if in mild discomfort, and opens his eyes wide.

DR CONNORS  
What? ... Cold... Feel Cold?  
(pauses)  
h-hungry... hungry?  
(pause)  
Y-you're hungry?

The creature looks up at the scientist in a cold stare, continuing to flick its tounge.

DR CONNORS  
You're... telling me ... you're  
hungry?  
(nervous laughter)  
No... cant't be.  
(pulls back)  
I'm imagining...  
losing my mind. The serum...

He looks over at the syringe and vial on the counter.

The iguana c/ocks its head slightly.

DR CONNORS  
(staring back)  
f-free?  
(pause)  
No, this is madness.  
(stands up.)  
You're not talking to me. You  
can't be. I've had no sleep, no  
appetite. My mind is playing  
tricks.  
(pauses  
trance-like)  
free ... you... all?

Connors looks around and notices that the reptiles; lizards, snakes, etc.. are all at the edges of their cases seemingly staring at him... waiting on him...waiting on ... the reply.

The scientist grabs his head again, covering his ears as if to drown out a thousands voices, voices he believes, surely, to be in his head.

DR CONNORS  
No! Quiet! Quiiii-et!  
NOOOOOOOOOO!

FADE TO BLACK

INT. PETER'S ROOM - NIGHT

Peter is sitting on his bed. He looks over at the phone beside his bed and sighs. He sits still for a moment, then with a burst of courage he picks the phone up.

PETER  
(to himself)  
Just tell her. Tell her the truth.  
(pauses and puts  
phone back down)  
Right... the truth.  
(pause)  
Spider-Man didnt kill your father.  
And how do I know? Its really  
simple Gwen...  
(pause)  
I'm ... Spider-Man...

Still staring at the phone, he then picks it back up, checks a piece of paper on his nightstand, and dials frantically. He waits anxiously for an answer...

CUT TO:

INT. LONDON, ENGLAND

C/U: A ringing phone.

CUT TO:

INT. PETER'S ROOM

Peter waits nervously with painful anticipation. Finally, when there's no answer, he reaches down...

CUT TO:

INT. LONDON

RINGING phone and the sound of a door OPENING...

A hand reaches to answer the phone. Tilt up to reveal the rugged, but still youthful (for his age), face of ARTHUR STACY(50), as he brings the receiver  
to his ear.

ARTHUR STACY  
Hello?  
(pause)  
Hello?

In the doorway stands Arthur's wife NANCY STACY.

NANCY STACY  
(british accent)  
Arthur. Who is it?

ARTHUR STACY  
They hung up. Oh well, if its  
important they'll call back.

From behind Nancy, enters GWEN STACY, their lovely niece. She is beautiful, but there is a slight look of sadness in her eyes.

CUT TO:

INT. PETER'S ROOM

Peter falls back on his bed with a frustrated sigh.

EXT. NEW YORK CITY - DAY

FROM ABOVE:

Pan across the city just after sunrise.

EXT. ESU SCIENCE BUILDING - DAY

Martha gets out of a taxi in front of Empire State  
University near midtown New York. Even under stress she is  
elegant, and beautiful.

INT. SCIENCE BUILDING

Martha makes her way down the hall of the ESU Science building to her husband's office.

She enters the office and knocks on the door to his private lab, which is locked.

MARTHA  
Curt? Curt, its me. Let me in.

After what seems like an eternity. The door slowly opens ... seemingly  
on its own.

Martha walks in. It is dark. All the shades are drawn, and she notices right away it is warm, very warm... like the air conditioning has been shut off for a while. (We know this because she fans herself slightly). We also conclude from her facial expression, that it does not smell plesant.

MARTHA  
Curtis?

The room is silent. Shafts of sunlight sneak through cracks in the blinds. She notices a dark figure sitting quietly across the room.

A low raspy voice answers...

DR CONNORS  
M-Marrrtha.

MARTHA  
How are you my love?

DR CONNORS  
Dif-f-f-erent.

MARTHA  
(tearing up)  
I can't see you darling.

DR CONNORS  
Its for the bessst.

MARTHA  
Let me look at you. Let me see.

Martha adjusts the blinds in the window to shed a ray of light on her husband, which creeps up ever so slowly to reveal his face.

She is horrified at what she sees. Connors has CHANGED. His complexion has gone from pale to a morbid greenish-gray, and smattered with "scales". Except for but a few wispy strands, most of his hair is gone. His eyes, underneath a swollen brow, are sunken and blank. His mouth; dull and cruel.

DR CONNORS  
(sitting back into the darkness)  
Not a pretty site am I?

He speaks with a slight lisp as if he is tripping over his tounge.

Martha is immediately repulsed, but makes a magnificent effort to maintain her composure.

MARTHA  
(now crying)  
You look..  
(lying)  
handsome.

DR CONNORS  
(chuckles and coughs)  
You were always a terrible liar my  
dear. I look like s.

MARTHA  
(sobbing)  
No...  
(nervous laughter)  
I mean ... you HAVE looked better.

DR CONNORS  
Yes, well... look, at least I finally have  
all of me now.

Still in the shadows, he holds up his fully grown right arm.

MARTHA  
(nervous laughter  
amidst crying)  
Yes... yes I see.

DR CONNORS  
How is the boy?

MARTHA  
He's fine... fine.  
(wipes nose)  
He misses his  
daddy.

DR CONNORS  
(chilling)  
I long to see him.

Martha is both saddened and frightened by the statement.

MARTHA  
(lying)  
Yes, well, we'll have to arrange  
that soon.  
(turns away)

DR CONNORS  
You are... repulsed by me.

MARTHA  
No...no...  
(pausing)  
I've got to go.

DR CONNORS  
Don't leave... Your  
presence soothes me.

MARTHA  
I- I've got to go.  
(pause)  
Please don't make  
this harder than it already is ... Curt.  
(cries)

DR CONNORS  
I am... sorry my dear. I don't mean to cause you sorrow.  
(pause)  
Give my love to little Billy won't  
you?

MARTHA  
I will. I will. I promise.  
(crying)  
Bye Curt.

She says this with a finality, and an insinuation that she and Billy will, leave. It is what she has come to tell him. But she can't bear to say the words.

DR CONNORS  
(understanding)  
Goodbye ... my love.

After she leaves...

DR CONNORS:  
(to himself)  
...be seeing you...

Connors grabs his right arm in pain. He appears to be shaking will chills. We now see there is something not right with his "hand". It is greyish brown, with heavy scaling, and the thick "fingers" are topped with black, sharp looking claws!

He pulls out a syringe from the pocket of his lab coat, and thrusts it in to his right shoulder, winces, and then ... relaxes...

INT. A SECLUDED OFFICE - NIGHT

The man known as "Chameleon" waits in a secluded room, sitting at a table, surrounded by the smoke of his own cigarette. The door opens and a wide, dark figure enters. Dimitri's face grows stern with an almost frightened look. The light hits the figure to reveal OSWALD SILKWORTH a.k.a. THE ARRANGER; top advisor and assistant to The Kingpin. Dimitri exhales, perhaps relieved it is not "the man" himself.

Silkworth, wearing old fashioned think-lensed glasses, is pudgy, balding and lacking of any physical prowess or imtimidation. But with a sadistic smile and a knowing scowl, he is intimidating, none the less.

THE ARRANGER  
Greetings Dimitri.

CHAMELEON  
Oswald.

THE ARRANGER  
You are no doubt relieved to see  
me?

CHAMELEON  
(bluffing)  
No, not at all.

THE ARRANGER  
Yes. Well...  
(grins)  
...as you might imagine The  
Big man is not pleased by the  
results of our little test. And  
... need I remind you of your failure  
with the so called "Hunter"?

CHAMELEON  
You seem to take pleasure in it.

THE ARRANGER  
Of course not, my dear Dmitri.  
(grins again)  
Now, what can we do to remedy the  
situation?

CHAMELEON  
The battle suit IS a success, but  
there seems to be some minor weaknesses  
in the genetic strength  
treatments. Alexsei is all  
powerful, but his stamina is  
short. He tires too easily. It  
is the scientist's fault.

SILKWORTH  
Hmm ... interesting.

Silkworth pauses and speaks in to a cell phone/comlink

THE ARRANGER  
You may come in now.

Chameleon's eyes grow wide with nervous anticipation.

The door opens and a tall man enters. It is Dr Farley Stillwell!

THE ARRANGER  
Dimitri here, believes you have  
misrepresented your research professor.  
Is this true?

DR STILLWELL  
(smooth)  
Not at all. The suit was a  
success, was it not? As for the  
endurance... It  
can and will be improved.

THE ARRANGER  
How?

DR STILLWELL  
I need my notes ...studies with my  
former partner that show the radical  
improvement in strength and  
endurance using animal DNA.  
These journals also contain vital  
information in the study of a  
top secret synthetic compound we  
were researching on behalf of the  
government ... and Osborn  
Industries, known as VNM-X.

THE ARRANGER  
Yes, I have heard of this. What  
exactly is it?

DR STILLWELL  
In short, it is synthetic, living  
matter. With the notes I may be  
able to duplicate it and then  
there would be no limit to what we  
can create.

CHAMELEON  
Where are these notes?

DR STILLWELL  
Empire State University... in  
the office of Dr Curt Connors.

THE ARRANGER  
We must have this information.

CHAMELEON  
Most definately. You must produce  
these papers.

THE ARRANGER  
No, Dimitri. You will bring us  
the notes.

CHAMELEON  
(surprised)  
Wha...?

THE ARRANGER  
You will take your men and recover  
these journals at any cost. And  
make sure Alexei stays on the  
web-slinger's trail.  
(pause)  
Don't look so sad Dimitri. I'm  
sure this will go a long way  
toward "improving" your favor with  
The Boss. Wouldn't you agree?

Chameleon scowls.

DR STILLWELL  
(interrupting)  
You know that I do not approve of some  
of your methods Oswald. No one is  
to be harmed. That is our  
agreement.

THE ARRANGER  
(smiling)  
Of course.

INT. ESU SCIENCE BUILDING - NIGHT

A janitor pushes a broom down the quiet hallway. He passes an oncoming SECURITY GUARD, who nods and the janitor turns, disappearing down another hall. The guard goes to end of the hall and opens a door that leads to outside. We then see his face and realize it is no ordinary guard... It is The Chameleon!

THE CHAMELEON  
(on a comlink)  
Its clear.

INT. CONNER'S OFFICE

After quick work of the lock, Dimitri and two of his GANGSTERS, dressed in black, enter.

GANGSTER 1  
(shining  
flashlight)  
Don't look like there's been nobody  
here for a while.

GANGSTER 2  
(chuckles)  
Saves us the trouble  
of cappin' da professor.  
(pause)  
Its hot in here...stuffy.

CHAMELEON  
Ssshh. Just find what we came here  
for and lets get out.

The men proceed to go through the desk, and file cabinets.

NOISE like a muffled "bump".

GANGSTER 2  
What was that ?

GANGSTER 1  
It was nuthin'. You're hearing  
things.

More searching...

GANGSTER 1  
I think I found it boss.

CHAMELEON  
Excellent, bring it here. Let me--

Distinct SOUND of something being knocked over.

GANGSTER 2  
(concerned)  
Are youse tellin' me you don't  
hear dat?

GANGSTER 1  
Came from in there.

He motions toward the door to the lab.

CHAMELEON  
Check it out.

The two men slowly and carefully open the door to the lab ... nothing.

INT. LAB

GANGSTER 2  
(shining  
flashlight)  
I don't see nothin'.

GANGSTER 1  
Coulda been a rat or somethin'.  
(pause)  
Whats that smell?

GANGSTER 2  
I don't know, chemicals,  
or something. We're in a lab.

CHAMELEON  
(flipping through  
notebook)  
Alright, ...lets get out of here.

The men move back to the office and close the door to the lab... which suddenly, strangely, creaks slowly back open.

GANGSTER 1  
What the...?

SUDDENLY! From the darkness it appears ... THE LIZARD! Its face is illuminated by the flashlights. We see two blazing eyes, set in a monsterous face. Its mouth agape, with a reptilian tounge flickering, the creature lets out a horrible hissing groan. ( a blood-curdling cross between a Romero Zombie's "cry" and a hissing King Cobra) The men are frozen with fear.

CHAMELEON  
(softly)  
ìàòü áîãà...  
_"Mother of God"_

In an instant, blood spatters on the wall. Next we see a bloody flashlight rocking back and forth on the floor.

Before Dimitri can react, he is belted and and sent flying across the room, slamming into a wall, unconsious.

Gangster 2 is left staring into the eyes of the beast who, just stands there, emitting a low-throated purring "growl". (We still cannot make out much detail because of the darkness) Consumed with fright, the man shines his light in the face of the creature, which stares back, unblinking. It pauses, flicking its tounge in and out like a viper.

GANGSTER 2  
S-stay away from me.

The creature steps forward. Gangster 2 pulls out a gun and manages to get one shot off before he is violently struck down by a clawed arm. The bullet, apparently, has little or no effect.

The Lizard moves in closer. Gangster 2 is just able to reach a fire extinguisher. As the monster bears down on him, he pulls the pin and sprays it directly in the face. Momentarily stunned, the creature staggers backward, letting out another ghastly groan.

Half stumbling, half crawling away,the man slips and the creature picks him up over its head and hurls him crashing into Connor's desk, shattering it.

Still, reeling slightly from the blast from the extinguisher, the creature turns its attention toward Dimitri who has regained consciousness and is slowly backing way.

CHAMELEON  
(softly)  
No...

Dimitri is quickly grabbed and dragged back into the darkness of the lab, screaming in horror. And then ... silence...

INT. ESU LIBRARY - NIGHT

In a quiet study-wing, Peter is engrossed in his studies as Mary Jane sits across the table sipping a coffee.

MARY JANE  
(sigh)  
Harry where are you? This is not  
my idea of an ideal Saturday  
night.  
(pause)  
If only the handsome Peter Parker  
didn't have his nose glued to  
those books.

Peter goes about reading.

MARY JANE  
(ahem)  
Earth to Peter.

PETER  
Hunh? Oh sorry. Doc Connors has  
been out the past couple of days,  
but he's still managed to leave me  
enough work to stay busy for three  
lifetimes.  
(continues reading)

MARY JANE  
Bla, bla, bla. Whats a girl gotta  
do to get some attention, I know..  
(looks around)  
What if I flashed ya.  
(Makes a mock  
gesture towards  
her chest)

PETER  
(Now at full  
attention)  
Do what?

Mary Jane laughs devilishly.

MARY JANE  
Ah, so _thats_ what it takes to get  
your attention.  
(giggles)

PETER  
Well... uh...

Mary Jane suddenly gets up and walks toward Peter.

MARY JANE  
So mysterious... so "still",  
(walking around  
behind Peter)  
There's more to you Peter Parker.  
I've known it since the first time  
I met you. Underneath the shy,  
studious exterior is a wild-man.  
(caresses his chin  
from behind)  
Tell me I'm wrong.

PETER  
(uncomfortable)  
Er... MJ...

MARY JANE  
(playfully)  
I like to dance. Do you?  
(grabs his hand)

Peter looks around nervously at the empty library.

PETER  
But... er... there's no music...

Mary Jane pulls him up out of his chair, and begins to move around him sensuously ... in perfect rythmn, despite the lack of music. She seems to be having fun, just enjoying herself; not really doing anything but "playing". To her its all innocent fun.

Unfortunately, not everyone shares her free-spirited outlook on the world.

HARRY (O/S)  
Mary Jane?

Mary Jane stops and Peter freezes as we see Harry with a puzzled look on his face.

MARY JANE  
(innocent)  
Hey baby. 'Bout time you showed up.  
Lil ole me was gettin' bored.

HARRY  
(serious)  
Yeah... I see that.

PETER  
MJ was just showin' me a few dance  
moves Harr...  
(pause)  
You know me... how clumsy I am.

HARRY  
(lightening up a  
bit)  
Yeah, you are.  
(subtle smile)  
Come on MJ, we better get  
goin'. Dad's waiting.

MARY JANE  
Ooh, so I finally get to meet the  
mysterious  
(mock english  
accent)  
"Mr Osborn".

Harry half rolls his eyes and chuckles.

MARY JANE (cont.)  
And don't forget. Peter. Tomorrow.  
The zoo. We're going to get your  
mind off your troubles.

PETER  
(looking like "how  
do I get out of  
this"?)  
Oh yeah... that.

MARY JANE  
Hel-lo? The opening of the new  
Tiger Mountain display? It'll be a  
blast. You can even snap some  
exclusives for The Bugle. Oh, I  
mentioned it to Lisa, and she  
really wants to come.

Harry looks relieved and Peter seems a little put-off.

PETER  
(thinking to  
himself "great")  
I guess its alright.

MARY JANE  
You're gonna enjoy yourself if it  
kills ya.

PETER  
(sarcastic)  
Thats what worries me.

HARRY  
(pats Peter on the  
shoulder)  
If I have to endure this, so do you dude.  
(turns to leave)  
Ya comin'?

PETER  
Well.. I was going to go by the  
office and pick up my assignment  
from Connors, but... maybe I'll  
just study a little longer and  
just head home and crash.

HARRY  
Alright. Later man.

Peter watches as the couple walks off. Mary Jane turns to look back with a smile.

EXT. EMPIRE STATE UNIVERSITY - NIGHT

A young coed leaves a group of fellow students and walks toward her scooter that is parked next to the science building. From behind, we see her securing her purse and what looks like a small bookbag on the scooter. She looks around and prepares to leave, when suddenly she turns around.

From out of the shadows, comes The Lizard!

SFX: HISS/MOAN

(A BRIEF, but straight-on first good look at The The Lizard. He wears a long white lab coat, possibly posessing enough intelligence to attemt to hide his "appearence". Underneath is the torn and ripped burgandy shirt Connors has been wearing for days. The head is completely reptilian; flat and scaley with no sign of hair or any human features, although his stance and posture is still remotely human. The amber-colored eyes are bulbous and bloodshot. Its mouth is agape; tounge flickering in and out, but there is no noticable sign of teeth. Because he does not have much of a "snout", the creature looks more fish or frog-like than "lizard-like", mirroring early depictions by creator Steve Ditko.)

The Coed screams.

EXT. THE BRONX ZOO - DAY

Peter, Harry, Mary Jane and her friend LISA GARGAN (20, brunette) are inside the entrance to the zoo, near the park cafe.

HARRY  
(looking around at  
the families and  
kids)  
Uh, and just _why_ did we come here  
again?

MARY JANE  
Because lover boy...its FUN. And  
since the producers of my play are  
animal lovers, we got free  
tickets. Lighten up. Haven't you  
ever been to the zoo before?

HARRY  
Now that you mention it ... no.

LISA  
You're kidding right? NEVER? Next  
thing you're going to tell us is  
you've never been to the circus.

HARRY  
(embarrassed)  
Well...

LISA  
(shocked)  
No way.

PETER  
(joking)  
Harry had his own _personal_ circus  
growing up, right Harr?

MARY JANE  
Poor "Prince Harry". He never lived 'til he  
met yours truely.

LISA  
So what do you guys wanna see first.  
Where are the monkeys?

We see a couple of signs pointing to attractions. One says "House of Reptiles".

MARY JANE  
(looking at a map)  
Well, there's this "Congo Gorilla  
Forest". It looks really cool, and  
not too far.  
(walks off)

Peter and Lisa follow her out of frame but Harry remains.

HARRY  
Aren't we gonna eat?

INT. THE DAILY BUGLE - DAY

Jameson is on the phone.

JAMESON  
Whaddya mean _nothing_? Its been two  
weeks Brock!

CUT TO:

EXT. FORT LAUDERDALE, FLA (SWANKY HOTEL) - DAY

Eddie Brock is lounging poolside talking to JJ., while looking around at the "scenery".

BROCK  
Take it easy. JJ. I'm working on  
it. Besides, I told ya all along I  
thought this thing was a hoax.

He pauses to accept a drink off a tray from a WAITER who has walked up.  
Now we see a WOMAN lying next to him. She is not the same one from before.

Undeterminable MUTTERING by Jonah.

BROCK  
I know I know.  
(pauses to sit up)  
I've talked people who claim  
to have seen some pretty crazy  
things and I don't mean your average  
nutjobs. Talked to a lawyer who was  
fishing one morning and swore he saw something  
through the fog; said it slid up out of the  
water like a 'gator; then walked off into the swamp  
on two legs. How bout that hunh?  
But lately its... nothing.  
There hasn't been  
a sighting in weeks. Look ...  
JJ... just give me little bit of  
time...  
(pauses to look at  
the bikini-clad  
woman beside him.)  
There's ... uh ... a couple of  
things I still wanna check out.  
(hangs up and turns his  
attention toward the  
woman)

CUT TO:

INT. THE DAILY BUGLE - DAY

JAMESON  
Alright, you got three days Eddie.  
But thats it...  
(long pause)  
Brock? Brock!  
(hangs up in mild  
disgust and  
mumbles)

Joe Robertson walks in.

ROBBIE  
Jonah. You're gonna want to look  
at this.  
(hands him some  
papers)

We see what appears to be a police report with a scribbled note to "Robbie" and signed "Ned". That is all we can make out.

Jameson skims the papers and looks up at Robertson.

Cut to:

INT. THE CONNORS RESIDENCE - DAY

Martha goes to answer the door. She opens it to find two POLICE DETECTIVES.

DETECTIVE 1  
Mrs Connors?

MARTHA  
(putting her hand  
over her chest)  
Yes?

The look on her face shows she expects the worst...

EXT. THE BRONX ZOO - DAY

Peter, Harry, MJ and Lisa are walking down a path exiting one of the exhibits. (A sign reads "Monkey House". There is also an arrow pointing toward "Sea Lions") It is a particluarly wooded section of the park, with thick brush and foliage on both sides; in some cases nearly overgrown to form a canopy. A stream winds along and underneath the path.

HARRY  
Ya know that was actually pretty  
cool.

LISA  
Recognize some of your relatives  
in there?

HARRY  
Very funny.

Suddenly, Peter gets "that look".

SFX: SPIDER-SENSE

MARY JANE  
Peter?

PETER  
(distant)  
Something's not right.

SCREAMING and YELLING.

A few TOURISTS run by in a panic.

HARRY  
What's... going on?

More people run through, as Peter slips off unnoticed, unshouldering his camera. And then we see the source of the panic. A large CROCODILE creeps down the path from where the people are fleeing. Then, from out of the stream, another appears. The second croc flops up on to the path and raises itself on its legs in an aggressive posture. It swings its head around madly, jaws snapping with a horrible hissing. More crocs, as well as ALLIGATORS, emerge from the thick growth along the path.

HARRY  
(frozen)  
Right ... We gotta get out of her.

He looks down at his shoe to see a snake crawling across it, jumping back in extreme fright. Lisa steps back nervously as a large frog hops by.

And suddenly the grounds are "alive", literally crawling with reptiles ... snakes, lizards, as well as amphibians. And they all seem unusally aggressive.

In the panic a small girl trips and is seperated from her mother. A big croc eyes an easy meal. It moves in on her as she screams helplessly...

But just before the monsterous jaws reach her, there is a THWIP, and suddenly they are webbed shut, much to the surprise of the hungry crocodile.

In a flash, Spider-Man swings through and picks up the girl in one arm.

SPIDER-MAN  
Gotcha.

MARY JANE  
(under her breath)  
Spider-Man...

The hero continues his upward swing to the top of a nearby souvenier shop, where he gently sets the girl down.

SPIDER-MAN  
You'll be  
safe here.

Leaping down, he uses his webbing to corrall the other gators, and crocs.

SPIDER-MAN  
Everyone just stay back!  
(webbing up more  
creatures)

Some of have gathered now to watch the show as Spider-Man gallantly tries to subdue the rampaging creatures. From behind him though, we see more and more appearing. And from behind them we see ... **The Lizard**! It appears to be "riding" a wave of creeping reptiles.

Now nearly seven feet tall, The Lizard's appearence has already changed. In the daylight, we get the first real good look at it. The head is less human shaped and has a more pronounced "snout". It still wears the remains of Connor's clothes, but the tattered coat is no longer so white, rather now displaying the evidence of hiding in boiler rooms, creeping through sewers, and swimming the river in its journey to The Bronx. Most of the shirt is gone, exposing a scaly greenish brown skin. The pants are ripped at the waist and frayed just below the knees. There are even still traces of a shoe on one of its clawed feet. Additionally ... we now see that the creature has a tail!

MARY JANE  
Spider-Man. Behind you!

He turns around to see the frightening creature. It stands there for a moment, tounge flicking in and out, deciding that this warm-blooded thing in red and blue garb is interfering, therefore it must be an enemy. Before the hero can react the creature is on him. In the blink of an eye it springs 20  
feet to land on Spider-Man. They roll two to three times with The Lizard landing on top, jaws wide open, eyes blazing.

Spider-Man reaches up with one hand braced against the underside of its chin, keeping its menacing jaws at bay, but The Lizard bears down on him with incredible strength.

Spider-Man continues to exert pressure on the creature's throat and reaches around with his other hand, landing a blow to the back of its head. He yells out in pain at the apparent toughness of the Lizard's exterior. After a near-direct hit to the nose, It releases its grip, long enough for him to kick it back up and off of him.

Before the hero has a chance to gather his senses, A GIANT SNAKE emerges from the brush and begins to wrap itself around his legs. The snake is really, really large; its body seems to go on forever as more of it slides out of the brush. It is a 30+ foot reticulated python.

Meanwhile, The Lizard has rebounded and is in a postion to threaten ...

HARRY  
Mary Jane!

SPIDER-MAN  
(under his breath  
as he wrestles in  
the coils of the  
giant snake)  
MJ.

The Lizard creeps closer to Mary Jane; its mouth slightly open, its tounge "feeling" her out. She screams, but backed up against the rail of a small bridge, she is unable to move.

Harry steps in front of her in an attempt to help.

HARRY  
Get away from her!

The Lizard c/ocks its head and stares at Harry, who looks back with a fool's courage.

BAM! The tail strikes with the speed of a bullwhip and knocks Harry back into and nearly over the railing. He yells out in pain.

MJ screams as The Lizard moves closer.

Spider-Man, with one hand around the serpents throat, manages to free his other arm and spray its sprawling jaws shut with webbing. With a burst of strength he is able to create enough slack to wiggle out of its clutches and spring between The Lizard and Mary Jane.

SPIDER-MAN  
(out of breath)  
Easy big fellow.  
(holding his hand up  
in a stop motion)  
I realize you're, just  
having fun; freeing your  
buddies and all but...  
UUMMMPHH!

The Lizard's tail swirls around and slaps Spider-Man in the head, sending him crashing to the ground.

It lets out an angry hissing groan.

SPIDER-MAN  
(back  
on his laurels)  
Eeewww. What did you eat for  
lunch? Wait, don't answer that... don't  
think I wanna know.

Another loud groan from the creature.

Spider-Man constructs a big web barrier, but the creature easily slashes its way through. It attacks and Spider-Man narrowly manages to dodge its slashing claws. Doing a hand-flip he darts in for a quick kick to the creatures abdomen which sends it reeling backwards, momentarily stunned.

SPIDER-MAN  
(To MJ)  
You alright?

She nods.

The Lizard regains its senses and suddenly leaps away.

SPIDER-MAN  
Check on Osborn.

MARY JANE  
But where...?

SPIDER-MAN  
I'm going after  
that thing.

He fires a web-line and swings off in in hot pursuit.

Mary Jane runs over to Harry, joined by Lisa, who has been hiding behind the gift shop.

MARY JANE  
Harry... Harry. Are you OK?

HARRY  
My... back. I think I sprained  
it.  
(tries to sit up)  
Ow! Can barely move.

A crew of security and workers have now arrived with the task of gathering up the loose animals.

MARY JANE  
Just be still.

LISA  
Hey  
(pause)  
Where's Peter?

MARY JANE  
(looking around)  
I-I don't know...

EXT. THE BRONX ZOO ("AFRICA") - DAY

Spider-Man swings past a natural waterfall setting towards the outer rim of the park chasing the surprisingly fast Lizard.

CUT TO:

P.O.V: The Lizard

We're with The Lizard, running at an extremely high speed through the "wilds" of the large zoo and burst through some fencing, scaring two giraffe half to death. With a leap we are airborne and now outside of the park in the garden areas nearing the city.

CUT TO:

Spider-Man swings past a few gazelle heading his direction in haste, victims of the Lizard's path. He briefly looks back and turns around before nearly crashing into a charging bull elephant that is loose. The Lizard is apparently wreaking havoc in his escape.

He finally catches up to the Lizard just inside the city and topples him with a flying tackle.

Rolling up on all fours, The Lizard hisses.

SPIDER-MAN  
Alright "Barney". What's your  
deal? Wait... let me guess.  
Someone just woke you up from your  
hundred million year nap, and  
you're cranky. Yeah I really hate  
that, when you don't get a chance  
to get all your sleep out. How  
about a nice cup of ---- whoah!

He narrowly dodges the attack of the creature's massive tail and leaps over, attempting to throw a punch. The creature blocks the move, grabbing his wrist and squeezing. Spider-Man comes round with the other arm for a would-be crushing blow to the side of the head... with minimal results.

SPIDER-MAN  
Oww! Son of a ...  
(shaking hand in  
pain.)

The creature rocks back on its tail, and agiley brings both feet forward for a double kick to Spidey's midsection, sending him flying back. It then swoops in and lifts the hero up over its head, and easily tosses him into some trash cans. (This is where one could imagine the swirling birdies around the head, like a cartoon).

With a giant leap, the creature bounds over traffic, sending  
cars swerving in to each other, and lands on the other side of the street where it darts into a subway entrance.

INT. EAST TREMONT AVE. SUBWAY STATION - DAY

Citizens scatter in the subway terminal at the sight of this ragged clad reptilian monster. (In the background on the wall is a promotional poster for "_The Bronx Zoo Press_". The Headline Reads: _SNAKES ALIVE!_ above a photo of the giant python.) The Lizard looks around at the people with anger and confusion,voicing his displeasure. Spider-Man arrives, angering it further. The Creature tries to jump the tracks to the other side.

Spider-Man leaps and tackles it in mid-air and they both land on top of an oncoming train from the opposite track. The Lizard attacks him with a slashing claw, and follows up with a wicked tail-lash nearly knocking him from the train. It then tackles him from behind bending him over the side of the train, his face slamming into a window as a passenger stares back. (funny moment) Spider-Man regroups and pushes back up kicking the Lizard back.

For several minutes they fight on top of the moving train. The Lizard eventually manages to knock Spidey off, but he shoots a web that propels him directly back into the creature. At this point it seems to be fighting defensively, while looking for a path of escape.

Seizing an opportunity, the lizard leaps off into an adjoining tunnel, before veering off into an abandoned passageway. Spider-Man quickly adjusts and web-slings after him.

INT. ABANDONED TUNNEL -DAY

The tunnel is dark and decrepid, lined with old grafitti, and covered with decades of dirt and debris. We see a sign that reads: "NO ENTRY... UNDER PROSCECUTION BY LAW". Spider-man comes across a homeless person who simply points. Giant lizards from the sewer; nothing new to him. After the hero charges by, the man calmly takes a drink from his bagged beverage, (As if "business as usual" in this forgotten part of New York). An ancient sign above him, perhaps even from the time of "Typhoid Mary", Reads "NO SMOKING OR SPITTING".

We see a shadow and glimpses of a tail as The Lizard descends further level by level. It is widening the gap between them.

INT. OLD ABANDONED TRAIN STATION - DAY

SFX: WATER DRIPPING

Spider-man continues the chase that leads him to an old, old train station from the early part of the 20th Century. It is vast and, in its own way, still grand with its decorative ceiling tile and magnificent arches. At one time, this was a site to behold. But it seems no one has been here in ages; and its now left empty, with an eerie feeling of sadness from days gone by.

The hero looks around, expecting an attack, but, getting nothing from his "Spider- Sense", he realizes he has lost the creature.

SPIDER-MAN:  
(echoing)  
Great.

High above (maybe 40-50 feet) is a loft with a waterfall that tumbles below into a small stream, and across from that is a sheer wall with a faint ray of light coming in. He fires a web and raises straight up, finding a tunnel that leads to an old boarded-up entrance to the surface, near Central Park.

INT. THE DAILY BUGLE - DAY

JAMESON  
Creepy crawlers escape from two major  
zoos ... reported sightings of a giant  
walking lizard coming up from the  
sewers.  
(pounds fist)  
And no pictures!

ROBBIE  
Still mostly rumor Jonah.

JAMESON  
Spider-Man was a rumor Robbie. So  
was The Vulture. There's  
obviously something going on here.  
I know it and I want proof!

Peter Parker walks in.

JAMESON  
Parker!

PETER  
I think you're going to like what  
I've got Mr Jameson.  
(gently tosses an  
envelope on the  
desk)

JAMESON  
It had better be good Parker. The  
city's abuzz about this subway-  
creature. I want photos before  
that blasted Globe beats us to it.

Jameson pulls the photos out and flips through them.

JAMESON (cont.)  
Bah... more pics of Spider-  
(pause)  
Good God...

He flips through them again, going back to take a second look at one.

Peter has a content look on his face. Robbie moves around behind Jameson to take a look.

JAMESON  
This can't be real ... It looks  
like...

ROBBIE  
(looking at photo)  
... something out of horror movie.

JAMESON  
Is... is that a...?

PETER  
Yeah. I believe so sir... a  
tail.

JAMESON  
H-how did you...? Nevermind.  
(picking up phone)  
Radner. Stop the presses. I've got  
photos of this... subway creature.  
Get somebody up here now!  
(hangs up,  
thinking headline  
out loud)  
_Lizard-Man Lurks under New York  
City_"  
Why, I'll even challenge that wall  
crawling weasel to track down and  
capture this thing.

ROBBIE  
Guess this means Brock's  
in the wrong  
place.

JAMESON  
(still looking  
at pics)  
Yeah...  
(pause)  
Miss Brant!

BETTY:  
(leaning in)  
Yes Mr Jameson?

JAMESON  
Get Brock on the phone and tell  
him to get his butt back up here.  
I'm not wasting another penny on  
his Florida vacation. Tell him  
Parker's already got pics of this  
'Lizard-Creature'.  
(to Peter)  
These had better be the real deal  
kid.

PETER  
Oh, they're real alright. Believe  
me, I had to check my own eyes...  
twice.

ROBBIE  
(puzzled)  
I must admit. I was a doubter from  
the start. Good work son.  
Still...those strange sightings in  
Florida... could here be a  
connection, or ...

The look in Peter's eyes indicates he is wondering the same thing.

JAMESON  
BY the way Parker. Whats the deal  
with your missing professor. The  
Reptile-ologist or whatever.

PETER  
(surprised)  
Dr Connors?  
(pause)  
_Missing_?

ROBBIE  
Its all over the news Pete. Some  
sort of break-in at his office.  
When police showed up to question  
his wife. She claimed she hadn't  
seen him in days... that they were  
separated.

PETER  
(shocked)  
What?

JAMESON  
Cops found three 'john does'  
stashed in a closed-off swimming  
area next to an old boiler room in  
the basement. Just  
what was this Connors mixed up in?

Peter looks extremely concerned.

EXT. NEW YORK CITY STREETS

Pedestrians move along the street as focus shifts to street-level. We see a woman's legs walk by and a C/U of a manhole cover.

BELOW:

Shot moves through manhole cover and dives down in to a sewer tunnel below.

P.OV. THE LIZARD

We're moving along the sewer tunnel at superhuman speed. Shot speeds up and blurs as we twist and turn through other tunnels.

CUT TO:

INT. THE CONNORS RESIDENCE - DAY

A phone rings and rings.

MARTHA (V/O)  
(on answering  
machine)  
Hello, You have reached the Connors  
Residence. Please leave a message  
and we will return your call  
as soon as possible.

BEEP

CUT TO:

INT. THE DAILY BUGLE - DAY

PETER  
(on the phone)  
Mrs ... Ma ..er... whats going on. If  
you're there pick up...  
(pause)

No response and a worried Peter hangs up...

CUT TO:

EXT. FT LAUDERDALE, FLA - DAY

Eddie Brock slams his flip phone shut.

BROCK  
(with disdain)  
_Parker_...

INT. CONNORS' LAB - NIGHT

A flash of lightning slips through as a window is opened from the outside. Spider-Man quietly crawls through and up to the ceiling, before desending slowly down in the center from a web.

The room is wrecked. It is a mess. Remnants of yellow Police tape is littered about the floor. Tables and chairs are turned over. Cases and aquariums that formerly held reptiles are empty and broken. Equipment, such as computers, microscopes, etc... appears to be missing!

He looks around and moves to the adjoining room.

INT. CONNORS' OFFICE

Spider-Man sees more of the same, including more missing equipment and books and files scattered all over the floor. He picks up the closest one, which reads "Field Study Spring 2004." Switching on a small lamp, he begins to read.

Thunder RUMBLES.

Spider-Man's reading dissolves into narration by Connors, representing his interpretation of what he (and we) are reading.

DR CONNORS (V/O)  
I'm closer than ever to my answer.  
Having theoretically convinced myself  
I could mix human and  
reptile DNA; I know the answer to  
human tissue regeneration is  
within my grasp. My trip home...  
back to Florida, will prove to be  
the key

CUT TO:

FLASHBACK:

EXT. THE FLORIDA EVERGLADES - DAY

An older 4-door Jeep Cherokee drives on a two lane highway, cutting through the tropical wilderness. It turns onto a dirt road surrounded by thick, heavy foliage.

EXT. THE CABIN -DAY

Dr Connors climbs out and walks to the back of the Jeep, flipping up the hatch to reveal his equipment.

DISSOLVE TO:

MONTAGE:

INT. THE CABIN- DAY

We see Connors has set up a makeshift lab; a primitive resarch center in this desolate cabin tucked away in the swamps. Apparently, this is not his first visit. A tiny loft overhead is used for what little sleep he gets. A small kitchen and wood stove provides sustenance.

DR CONNORS (V/O)  
I was researching the invasion of an aggressive  
predatory African lizard, and its impact on  
the Florida eco-system, in  
the latest of a series of field studies for the University.  
During these studies I've been able to put the final pieces  
together in my own  
personal research.

EXT. THE SWAMP - NIGHT

Connors on his belly with a handheld camera and a lighted hat (like a spelunker would wear) quietly watching a small lizard.

INT. RURAL POST OFFICE - DAY

Connors receiving packages, presumably chemicals and equipment.

INT. THE CABIN -- NIGHT

We see Connors pull out a sack and take from it a two and a half foot NILE MONITOR LIZARD.

DR CONNORS (V/O)  
I was convinced I could alter the  
DNA in the animal by adding my own  
blood sample mixed with the  
solution Stillwell and I had  
worked on.

Connors injects the restrained reptile, just behind the neck. He waits... Nothing.

He returns the lizard to its case.

DR CONNORS (V/O)  
I wanted to see a change  
in behavior, anything. Nothing at first...  
But as I've seen time and again,  
nature is full of surprises...

C/U : The Monitor Lizard, its still yellowish eye with black pupil expressionless, yet "knowing".

INT. THE CABIN - DAY

Connors wakes to discover his specimen is... missing. The lid on the glass case has been lifted and moved. The lizard is gone...

DR CONNORS (V/O)  
I discovered "it" three days  
later...

EXT. THE SWAMP - NIGHT

Connors, on his nightly walk, shines a light at something lying still on the ground. It is his specimen, only now much bigger...

DR CONNORS (V/O)  
The lizard had doubled  
in size... to over five feet in length,  
its hind legs elongated,  
its snout shortened. I was unsure how  
long it lasted before  
expiring... but I damn  
sure was going to find out. My  
instincts were telling me it had  
to have used some measure of  
intelligence to escape from its  
holding.

INT. THE CABIN - NIGHT

Connors; more studying, more chemistry.

He produces another, larger monitor, and once again injects it. He then extracts fluid from the lizard and mixes it in with his serum.

DR CONNORS (V/O)  
With the help of Stillwell's genetics theories,  
I had successfully combined human and  
animal DNA to create, in effect, a  
new species. I was fascinated, and  
consumed with the desire to see  
what the reverse effects would  
be... if I were to try it on ... myself.

Connors, shirtless and sweating in the sultry swamp night, takes a syringe and plunges it into his right shoulder like a knife. He winces with pain.

DR CONNORS (V/O)  
Perhaps I should have waited...

Connors, in a state of shock and clearly chilling, wraps himself up in a blanket and falls into bed.

We see a visual display of the inner human nervous system and DNA; a colorful demonstration of cells and fluid merging witth a foreign substance.

INT. THE CABIN - DAY

Connors wakes with a stange sensation in his right shoulder. He rises to find the creature gone again... This time its cage is shattered.

A look of uncertain amazement, as Connors massages his right shoulder.

DR CONNORS (V/O)  
I had done it. But... could I  
contain it. Could I harness this  
power in order to reach my ultimate goal?  
(pause)  
I had no idea of what was about to  
occur.  
(pause)  
I fear that I have now  
infected my own blood with this  
... condition, the same terminal  
disease I had given my speciman.  
I don't know if the serum has  
somehow reacted to chemicals I absorbed during my  
time in The Gulf or what... but for now, I must return  
home to my family, and  
find a way to reverse  
it... May God forgive me...

CUT TO:

EXT. THE SWAMP - NIGHT

P.O.V. CONNORS' LIZARD SPECIMAN

The genetically altered lizard is running through the swamp. A deer darts suddenly from its path. It approaches a small house on the outskirts of the  
swamp...

END OF FLASHBACK

CUT TO

INT. CONNORS' OFFICE - NIGHT

Lightning FLASHING

SFX: RAIN outside

SPIDER-MAN (C/U)  
(realizing the  
truth)  
Doc... what have you done...?  
(pause)  
Martha! I've gotta warn ...

Loud BANG and SLITHERING noise from LAB.

Spider-Man quickly moves to the lab to see a shadowy figure withdraw in to the darkness of a ceiling corner. Dust and debris from the ceiling tumble to the floor.

More noise; POUNDING AND SHUFFLING from above the ceiling, like a giant rat in the walls. And then "it" is outside the building.

EXT. ESU SCIENCE BUILDING - NIGHT

LIGHT DRIZZLE

Spider-Man leaps from the window of the lab and sees The Lizard fleeing the campus and heading for the city. (It actually appears to prefer "flight" over "fight"). He web-slings off in pursuit. Spotting the creature's tail slip around a corner, he follows it into an alley. But when He gets there he finds ... nothing.

EXT. MIDTOWN ALLEY

Suddenly ...

SFX: SPIDER-SENSE

CRASH! Scaffolding collapses on the wall-crawler from above. He is not able to avoid the debris, but his strength saves him.

Spider-Man recovers to see the creature above him clinging to the side of the wall! No longer running, the creature is upside down, facing him, its right arm raised defiantly.

(The Lizard's head is even more animal-like, with a distinct snout; its eyes, smaller, more beady. The neck is elongated and serpentine, with scaly folds of skin. It actually looks the like monitor lizard he experimented with. It is a giant bipedal Komodo Dragon in tattered clothes!)

With a leap, he is on the wall, crawling in pursuit, but the Lizard scurries upward. He fires a web-line up and at it in an attempt to pull it back down. With one swipe of its right arm, the monster shreds the webbing away, and continues on up the wall. Another web-line and this time the spider is on him.

This terrible man-monster and colorfully-clad vigilante are battling, high above the city on the side of a sheer wall! The Lizard quickly gains the advantage and engulfs the web-slinger in a bone-crunching "hug", squeezing relentlessly.Then grabbing both wrists, it slams him upside down, below and hard into the wall. Spider-Man drops as the creature scurries toward the top, but he shoots a web to recover and climbs after him.

EXT. ROOFTOP - NIGHT

RAINING HARDER

Spider-Man reaches the top, and looking around, sees no sign of the creature. He braces for an attack, as the buzzing in his head is still intense. In a surprising display of crafty intelligence, The Lizard has doubled back, around and behind him, leaping from the wall up for another surprise attack. Before his spider-sense can warm him, it is on him again, pummeling and slashing him unmercifully; jaws snapping. With one slash, it rips a bloody tear across Spider-Man's chest.

Spidey manages to backhand him, careful not to injure his wrist on its tough hide, and pushes it back. He quickly fires a web at its legs and pulls tight, knocking it off its feet. But the creature easily kicks its way out of the snare, only increasingly angered.

SPIDER-MAN  
(backing away)  
Dr Connors. I don't want to hurt you.  
Whatever you've done, to cause  
this, I know you don't mean any  
harm. You've got to let me  
help you.

The Lizard pauses, as if to listening to him, almost as if it "hears" and is trying to comprehend his words. Puffs of "smoke" emit from its nostrils, and a low purring growl rumbles in its throat.

The sky opens up as rain begins to pour, joined by the sight and sounds of an electrical storm.

SPIDER-MAN  
Whatever it is, we can  
fix this. Doc, think about  
your family... Martha.

Angered by the mention of her name, or merely tired of "man-talk", the creature attacks and they engage again. The tail lashes to and fro as the hero agiley dodges it, all the while trying to evade the powerful claws and snapping jaws. Spider-Man resists mightily but the hissing monstrous mouth bears down. For the first time (in a C/U) we see evidence of tiny razor sharp teeth inside the creatures mouth. A kick to the underside of its chin momentarily forces the creature back, but quickly responding, it knocks him to the ground with its tail. The Lizard grabs him by the feet and slings him around in the air like a lasso, before slamming him violently into the harsh concrete of the rooftop.

Spider-Man screams in pain, grabbing his left arm. His shoulder is seperated.

The hero is helpless as the monster digs in with its claws and rips into his costume, as if trying to find flesh. And suddenly his head is nearly in its jaws, as it literally appears to be trying to devour him. With his hand at the sternum of the creature, Spider-Man pulls back hard, with all his might and frees himself, groaning. His mask is torn in the process, reavealing part of his face. Now sensing flesh, and warm blood, the creature moves in again.

SPIDER-MAN  
(losing  
consciousness)  
Dr Connors... please...  
for...Billy...

A flash of lightning illuminates Spider-Man's face, reflecting his exposed eye. Suddenly, The Lizard pauses, its mouth closed, with only a flickering of its tounge.

Another flash and a clap of thunder and it releases its grip, slowly standing up straight. Spider-man weakly tries to get up, favoring his arm; very close to passing out from pain. The creature is frozen, staring at him and there is another flash of lightning and clap of thunder as the rain continues to pour. The creature c/ocks its head almost as if it recognizes him.

Nearly unconscious, Spider-man looks back at the glowing eyes of the creature. It backs away slowly and then, inexplicably, it springs off the building and into the air. Dazed and confused, the hero drags himself to the edge of the building and looks off the side. But there is no sign of the monster; it has vanished...

EXT. ALLEY - NIGHT

The rain has let up.

Spider-Man gingerly lowers himself down into an alley by a thin strand of web.

SPIDER-MAN  
Got to get to  
Mrs Connors...  
(winces with  
pain)  
warn ...

Holding his injured arm, he tries to move it. He starts to remove his mask to assess the damage when he hears a deep, heavy, chuckling close by...

THE RHINO (O/S)  
Now I've got you... you little  
pipsqueak.

SPIDER-MAN  
Not now.  
(looks upward)  
What did I do?

The Rhino charges, head lowered, horn bared, and Spider-Man leaps out of the way.

SPIDER-MAN  
You reeeally need a new move.

THE RHINO  
(angered)  
I'm gonna smear you all over dis  
place. They'll be picking up the  
pieces for years.

SPIDER-MAN  
Right, like I never heard that  
before.

The Rhino moves with deceptive quickness for his size and another sudden charge sends Spider-Man reeling, back against a wall.

Quickly turning around he charges again, but this time the hero jumps up out of the way and on to the side of a building, leaving Rhino to barge head first into the wall.

SPIDER-MAN  
(laughs)  
That's using your head.

The Rhino backs up, and makes a surprising move, crashing into the wall with his shoulder and all his might ... so hard that it seemingly rocks the very foundation and knocks Spider-Man (clinging by only one arm and two legs) to the ground. Closing in, the armored giant begins to pound on the webslinger unmercifully, including the injured shoulder.

THE RHINO  
Why don't I hear your  
smart mouth now  
little man?

Suddenly, from out of the shadows, The Lizard appears! Wild with rage, the creature dives and attacks the massive assailant knocking him away from the groggy hero.

THE RHINO  
What the...?

With unbelievable quickness, the creature begins to thrash him. Spider-Man watches as it just tears into the lumbersome thug, slashing the previously impregnable suit of armor.

THE RHINO  
Get off.. Get off me! Help!

The Lizard continues its attack, ripping pieces of the armored suit away with its claws, drawing blood. Then ... a primitive, predatorial instinct takes over, and the creature goes for the kill, its jaws reaching for the side of the behemoth's neck, ready to fatally rip off a chunk of precious flesh, much like an Allosaurus would have attacked its sauropod prey millions of years ago...

SPIDER-MAN  
No! Stop Doc... you'll kill him!

The Lizard pauses at the words, looks up and hisses menacingly, angered at being scolded. But as if something inside the creature knows better, it suddenly withdraws, wipes some drool from its mouth, and bounds off into the night.

P.O.V. THE RHINO

SPIDER-MAN (C/U)  
(looking down  
on Rhino)  
Took quite a  
beatin; there didn't ya?  
(End POV)

The Rhino GROANS.

SPIDER-MAN  
What do you want from me.  
Who sent you?

THE RHINO  
Nobody. I mean... why should I  
tell you?  
(grimaces)

SPIDER-MAN  
Don't have time for games pal, so  
tell ya what... for now, let's just  
get you into  
something more comfortable...  
'til the boys in blue arrive.  
(webs him up.)

THE RHINO  
Hey! Whatta ya doin?  
Let me go!

SPIDER-MAN  
Was kinda hopin' you'd outgrown  
the pacifier. Here ya go  
big fella.  
(webs his mouth  
shut)  
Oh yeah... almost forgot.

CUT TO:

EXT. ALLEY - NIGHT- (2 minutes later)

Spider-Man is gone and Rhino hangs in a giant "web-sack" that gently sways back and forth from futile resistance.

We see a small index card that reads _"Courtesy... your Friendly Neighborhood Spider-Man"_.

INT. THE CONNORS' RESIDENCE - NIGHT

Lightning flashes and thunder rolls across the city.Young Billy Connors runs in to his mother's room.

BILLY  
(whispering)  
Mama.

MARTHA  
Billy, sweetheart. What are you  
doing up so late? Go back to  
sleep.

BILLY  
I can't sleep. There's a  
monster outside my window.

MARTHA  
(nervous chuckle)  
Oh, a monster hunh? He must be  
pretty tall too, since we're on  
the seventh floor.

BILLY  
No, he's real mama. I swear. He  
comes every night. I think he  
wants me to go with him to his  
secret cave.

MARTHA  
Really. OK, no more comic books  
for you young  
man. C'mon... back to bed. I'll  
show you there's nothing to be  
afraid of.

BILLY  
But mom!

MARTHA  
No buts. Lets go  
mister.

She leads her son back to his room and lifts him into bed. Lightning continues to flash outside, as she snugly tucks him in.

BILLY  
Will you stay 'til  
I go to sleep?

MARTHA  
_Just_ until you  
go to sleep.

BILLY  
If you stay you'll see him  
mama. Maybe he'll want you to come  
too.

MARTHA  
Billy, for the last time... there  
_is_ no monster. There's no such  
thing.

She pauses, as if doubting her own words, but for a second.

MARTHA  
Now be my good man and go to  
sleep. Before you know it you'll  
hear the birds and the sun will be  
out.

BILLY  
OK. But will you check my window?  
pause  
I don't hear the birds l like I did  
back home.

She offers a knowing look and walks over, checks the window, then walks back over to the bed.

MARTHA  
See? No monsters.

Lightning flashes and SUDDENLY!...in the window, for just a second, we see the face of The Lizard!

He stares in at Martha and Billy ... eyes glowing. Another flash and he is gone.

MARTHA  
Now, do you  
still want me  
to stay or are  
you a brave boy?

BILLY  
(reluctantly)  
I'm brave.

She smiles and neatly tucks him in, kissing his forehead. After she leaves the room Billy gets up out of bed and walks over, standing in front of the window.

INT. MARTHA'S ROOM - NIGHT

Martha is lying awake in bed. Restless, she gets up and opens the double glass doors to the adjoining terrace, as the wind invites itself in.

EXT. THE TERRACE - NIGHT

Wrapping herself at the chest, she walks outside. The wind blows through her hair as thunder continues to rumble in the distance. Martha looks out across the city and wonders how her beloved husband, or what is left of him, is doing.

MARTHA  
(whispering under  
breath)  
Curtis...

She leans closer to the railing. (Is something going to suddenly jump up from below?)

A few drops of rain begin to fall, stirring her from her deep thoughts and Martha turns to go back inside.

INT. MARTHA'S ROOM - NIGHT

She closes the windowed doors, and turns around to find she is not alone...

There, in the darkness, stands The Lizard. Still draped in the tattered remains of Connors' lab coat, the creature is hunched slightly over as its head nearly reaches the ceiling. The Lizard doesn't move, but tilts its head slightly, as in question, before uttering one word in a creepy bestial voice...

THE LIZARD  
_Maarrrtha_...

Martha screams and promptly faints...

**NEXT: The Conclusion...**


	3. Act III

INT. STILLWELL'S LAB - NIGHT

THE ARRANGER  
Your experiment is  
a failure professor, and  
our suit is now in the  
hands of the police.

DR STILLWELL  
No, it was the Russian and his  
bumbling, incompetent execution.  
The suit is lost to us yes, but  
one fortuitous side-effect of the  
performance enhancers, that thus  
far you are unaware of... is  
memory loss.  
(smug smile)  
The buffoon will not remember who  
he is much less be able to trace  
them back to us.

THE ARRANGER  
I sincerely doubt  
Kingpin will find this  
any consolation.

DR STILLWELL  
I am not afraid of your... "boss".  
Need I remind you it was Osborn  
that funded my research  
before your organization  
approached me during his illness.  
I understand his situation has  
... improved.  
(pause)  
Besides, I have  
something much better  
in mind...

EXT. THE CONNORS' RESIDENCE - NIGHT

Spider-Man, still favoring his left arm, swings and lands on the terrace, finding the double doors open. He cautiously enters.

INT. MARTHA'S ROOM

Inside, he finds no sign of a struggle, but fears the worst as the apartment appears empty.

He makes his way down the upstairs hall and then hears a muffled SOUND, coming from the child's bedroom.

INT. BILLY'S ROOM

He finds this room empty as well ... and an open window.

SPIDER-MAN  
(despondent)  
I'm too late.

Another sound and Spidey whirls around. It is coming from the closet. He carefully opens the door.

A SCREAM.

Spider-Man jumps back, surprised at what he sees.

SPIDER-MAN  
Billy?

BILLY  
Spider-Man!  
(hugs him  
tight)  
It got her. The  
monster got my mama!

SPIDER-MAN  
(pulling back  
and patting  
him on  
the head)  
Take it easy kid. She's going to  
be just fine. I'm going to find  
her, but how...?  
(wondering how  
and why the  
creature didn't  
get him)

BILLY  
At first I hid under my bed, but  
then I went in the closet and  
buried myself under some clothes.  
It tried to find me, but I was real  
quiet.

SPIDER-MAN  
Good boy. Now, we gotta find you  
somewhere safe..

BILLY  
Where?

SPIDER-MAN  
The Daily Bugle. I got this  
friend...

CUT TO:

INT. WEST VILLAGE - MARY JANE'S APARTMENT - NIGHT

A KNOCK at the door and Mary Jane goes to answer. She opens the door and finds Peter Parker...

MARY JANE  
Well, if it isn't Houdini himself.  
Last time I saw you were  
disappearing...  
(gasp)  
Y-you're face...

PETER  
Long story...  
(pause)  
MJ, I  
need a favor.

He steps aside to reveal Billy Connors...

EXT. WEST SIDE BACK ALLEY - NIGHT

Two HOMELESS are sitting up, side by side against an old building. The first guy takes a drink, while the second appears to be asleep.

HOMELESS 1  
(taking a swig,  
looks around)  
Hey.  
(nudges his  
partner)

The second guy slowly wakes, and rubs his eyes.

HOMELESS 2  
Hey! Why'd you do that.I was  
dreaming I was hanging out with  
dat Hal Hefner at the Playboy  
mansion.

HOMELESS 1  
Yeah, you wish.

He laughs and takes another swig, but the bottle in the bag is empty and he looks at it for a second before tossing it away.

HOMELESS 1 (cont.)  
Its gettin late. You comin'?

HOMELESS 2  
(yawns)  
I... uh...think I'm gonna crash  
here tonight.  
(slouches back  
down)

HOMELESS 1  
I don't know man... looks like its gonna  
rain again. Geez, more rain this summer  
than I can ever remember.Why aint  
you comin'?

HOMELESS 2  
I dunno, quit hassling me ok?  
I mean...  
(pause)  
There's something weird going on  
down there anyways.

HOMELESS 1  
(chuckles)  
Weird? Tell me something I don't  
know. I been comin around here for  
20 years now. I've seen down  
there that  
would curl your hair.

HOMELESS 2  
Yeah, I know, but... Well  
I haven't seen "Bird" in almost a  
week, and several others have  
turned up "missing". Some of 'em are  
saying there's some kinda monster  
(gulp)  
come up from, you know... below?  
(points)

HOMELESS 1  
(laughs)  
Gimme a stinkin' break. A demon?  
The boogeyman? Giant crocodile god?  
Come on. Those guys probably found  
a nice warm bed, or something  
better, and they just moved on.  
I've seen it over and over again.

HOMELESS 2  
Yeah, well "Bird" was a regular and  
you know it. Too many of us was  
friends of his. He wouldn't of  
just split without tellin' us  
goodbye.

HOMELESS 1  
Bah! You have totally fried your  
brain. I aint lettin' some stupid  
ghost story keep me out here in  
the stinkin street to get rained  
on all night. So you...

He is interrupted by a stange NOISE.

HOMELESS 2  
(jumpy)  
What was that?  
D'ya hear that?

HOMELESS 1  
Yeah, probably just a rat.  
(nervous chuckle)  
You can stay here if ya want . I  
aint lettin' ya spook me.  
(gets up)

NOISE repeats.

HOMELESS 2  
(looking scared)  
Must be a pretty damn big one.

Another NOISE, but from the opposite side.

HOMELESS 2  
(play by play)  
And now there's two  
of 'em.

Third NOISE coming from the dumpster.

HOMELESS 1  
Alright.

He walks over to the dumpster looks in, and around.

HOMELESS 1 (cont.)  
I don't see nuthin. Listen I'm  
gettin' outta here. Do what ya  
want.

A fourth NOISE from a pile of cardboard boxes next to a dumpster. HOMELESS 2 points, but it is too late.There is a scream, and the first guy disappears into the pile of boxes...

HOMELESS 2  
(frightened)  
Tubs?

Scurrying sound and another NOISE from his other side.

He looks over and back around. But suddenly something has him. He screams and we see his upper half being dragged away, arms flailing. Then, his arms are the last things seen as they disappear down a sewer drain.

SILENCE

INT. MARY JANE'S APARTMENT - NIGHT

Mary Jane is asleep on her couch. It is raining outside with distant thunder and lightning. She is suddenly awakened by a NOISE from her bedroom where Billy is sleeping.

MARY JANE  
Billy?

She runs into the bedroom to find Billy gone! The bed is empty and the window is open as wind and rain pour in. Mary Jane closes the window, when suddenly ... lightning flashes and The Lizard appears; upside down, clinging to the wall.

Mary Jane screams as The Lizard slams its fist through the window, shattering it to pieces...

DISSOLVE TO:

EXT. NY CITY - DAY

Pan across the city as the red and blue figure of Spider-Man swoops out of the sky and lands on the side of a building. His left arm is in a makeshift web-sling.

In the background the sun begins to rise over The East River and Queens, bringing hope that the rains have subsided.

SPIDER-MAN  
(to himself)

I've searched all night for  
Connors. No luck. Only one  
thing left to do..

He swings down to street level, lifts a manhole cover and lowers himself down into the sewer tunnel.

INT. SEWER TUNNELS - DAY

SPIDER-MAN  
Aw, man, and I just washed my  
costume...

He lands with a slight splash on the edge of a stream.

SPIDER-MAN  
Times like these I yearn for the  
more sophisticated baddies and  
their lush penthouse lairs...  
Pee-yew.

Spider-Man reaches to his waist, and pulls from an inside pocket, what looks like ann ultra-small camera, with a big round lense in the center. He attaches it to his belt.

SPIDER-MAN  
Always wanted to use this little  
gadget.

(looks around)

Hmmm, which way. These tunnels go  
on forever.

(pause)

wait.

SFX: SPIDER-SENSE

SPIDER-MAN (cont)  
Spidey-Sense...  
tingling.

He jumps to the ceiling and pushes a button on the device clipped to his belt. An infrared spot-light appears, illuminating a path through the dark tunnel. He adjusts it so the light shines below and in front of him, and crawls off down one of the dark tunnels.

INT. THE DAILY BUGLE- DAY

JAMESON  
I still say this has gotta be some  
sort of hoax.

ROBBIE  
But... Jonah. You were the one who  
said--

JAMESON  
I know what I said Robbie. But now  
I'm convinced its all the work of  
that glory seeking publicity-hound  
_Spider-Man._ Why, he's probably staged  
the whole thing somehow, just to  
swoop in and "save the day"; try to  
make it look like he's some sort  
of hero.

ROBBIE  
How did I know you were going to  
arrive at that conclusion.

JAMESON  
C'mon, are you telling me that you  
actually believe there's a seven  
foot lizard prowling the sewers of  
NY?

ROBBIE  
Of course not. But you saw Peter's  
photos. They aren't faked, I can  
attest to that. And Urich says  
people are coming up from  
abandoned subway tunnels in  
droves; people that haven't seen  
the light of day in years. _Something_  
has put the fear in them.

JAMESON  
I suppose. Marla did mention  
something to me about this regular  
at the shelter who ran sort of an  
underground soup kitchen for  
the homeless..  
been missing nearly a week.

(pause)

Bah! Where's that blasted Parker  
when I need him?

INT. THE SEWERS - DAY

Spider-Man, crawling along the roof of a waterway, stops and pauses. He shuts off his light and drops down to a small ledge beside the stream that leads to a walkway tunnel. In the distance is a dim light.

EERIE, RASPY MOANING

He looks around and hears the creepy sound again as well as the shuffling of feet.

SFX: SPIDER-SENSE

SPIDER-MAN  
Not good.

Suddenly... a figure jumps from the shadows, growling fiercely. Spider-Man ducks, turning around, as the darkness consumes it.

SPIDER-MAN  
Connors?

From the silent darkness comes labored breathing. The creature attacks again, snarling, and drooling. Spider-Man avoids the assault and back-hands the creature sending it flying back into the shadows.

SPIDER-MAN  
I... don't wanna hut ya Doc.  
Please, just let me help you.

SOUND of more hissing/growling and rickety clattering of clawed feet behind him.

Spide-Man whirls around and switches on his light... to find 7-10 deformed beast-like humanoids (like the one who has attacked him) ... waiting for him in the shadows, with more making their way down the tunnel.

(They are remnant homeless/subterranean people who have been exposed to Connors' serum, and/or infected by bites.)

SPIDER-MAN  
Oh boy.

The creatures advance, attacking the hero in unison; clawing and ripping his costume, trying to bite into warm flesh. Trapped in the hideous mob, he quickly webs to the ceiling, then swoops down in attack, using his speed and  
agility to strike back. He jumps around, unleashing blows left and right but their numbers are overwhelming.

One of the creatures leaps up and tries to bite into his shoulder. Spidey yells, and flips the thing over him, slamming it into a wall. He webs up a couple more but they continue to seemingly multiply; relentlessly attacking, fueled by the scent of his warm blood.

Spider-Man does a roundhouse kick and sends several of the creatures flying backward, giving him just enough momentum to free himself and move forward. But his spotlight is damaged in the melee.

Following his spider-sense, he continues down the tunnel towards the lighted intersection, and turns down another walkway only to discover more lizard-creatures advancing towards him.

SPIDER-MAN  
Sheesh.

(In the relative light, we see, these creatures are horribly disfigured people, wearing tattered clothes. We see one of the homeless men from the alleyway. He has a large, open wound on his face that looks like a bite. Each one of them looks different, but they all appear exremely pale, with a scaly rash breaking out on parts of their faces; their hair falling out. A greenish bile seeps from their mouths. They move awkwardly, yet are deceptively quick.)

The creatures attack and Spider-Man dodges, webbing two together while grabbing another pair, knocking them into each other, and into the stream below. He fires a webline and crosses a waterway into yet another tunnel.

The hord of creatures pursue him as he reaches a platform that drops below to another level and more tunnels. He leaps down landing in a shallow pool that branches off into one main tunnel and five smaller tunnels. Two more creatures attack.

SPIDER-MAN  
(advancing)  
Great.

GROWLING and HISSING from behind as the lizard creatures pursue.

Spider-Man looks back and moves ahead. Three more creatures drop down from the ceiling in front of him. They quickly grab the hero and try to bite him. He elbows one and knocks the other two together by the head with incredible speed and leaps on to the wall, webbing them all up in a large cocoon.

Another figure, approaching, suddenly sloshes away from him, attempting to flee into the darkness ahead. He leaps after it, and just as he closes in, from out of the shadows comes a familiar voice...

BILLY (O/S)  
Spider-Man! Help.  
Help please!

SPIDER-MAN  
(surprised)  
B-illy?

The boy collapses in his arms. He is pale, exhausted, and out of breath.  
Spider-man spots a platform high above, and leaps up with the boy. It us a hidden room with a metal-grate door. "No way in, no way out", he thinks.

SPIDER-MAN  
Are... are you alright? ...Where's  
your mom?

BILLY  
I got free, and I just ran. She...  
she...  
(pauses)  
He's got her. And Miss Watson too.

SPIDER-MAN  
(looks around)  
Listen kid.. you gotta stay  
hidden... place is crawling with  
these things. I'm gonna find your  
mom, and the Watson girl. You just  
stay here...and you'll be alright  
'til I get back.

BILLY  
No! You don't know where they are.  
I have to show you.

SPIDER-MAN  
Not gonna win this argument buddy.  
Its too dangerous. Now.. wait here  
'til I Get back. Ok?  
(pause)  
_OK_?

BILLY  
(reluctantly)  
OK.  
(lowers head)

SPIDER-MAN  
Good. Now stay put. I'll be back  
before you know it.

He prepares to head down the tunnel Billy just came from, a large hollow concrete pipe with a shallow stream.

BILLY  
Spider-Man...?

SPIDER-MAN  
(turning around)  
Yeah kid...

BILLY  
Please don't hurt my dad.

Spider-Man, pauses, nods, and leaps off... A frightened but courageous young Billy looks on. Then ... he discovers a ladder...

INT. PETER AND HARRY'S APARTMENT - DAY

It is around noon and Harry Osborn wakes in pain. He slowly climbs out of bed, grunting as he tries to stand up. His back is clearly bothering him. (From being slammed into the railing at the zoo)

HARRY  
(leaning his head  
out his door)  
Hey Pete...  
(pause)  
Peter?

There is no answer and he looks in his roomate's room to find it empty.

INT. BATHROOM

Harry shuffles to the bathroom, looks in the mirror and rinses his face, still wincing in pain. He opens the medicine cabinet, grabbing a bottle of pain medicine. Taking a couple pills, he chews them up and swallows without water.

INT. LIVING ROOM

Dressed in a dark green robe, Harry, picks up the phone and makes a call.

HARRY  
(waiting)  
C'mon...  
(pause)  
Where are you MJ...?

Harry hangs up and looks perplexed...

INT. THE SEWERS - DAY

With several of the creatures on his tail, Spider-man leaps up at the last minute via web-line to a large round opening above. He turns to look as they reach up angrily; growling and jumping. The hero works his way down this latest tunnel, and reaches an opening and a set of stairs that lead to a surprisingly spacious compartment. It is some kind of maintenance room, with various equipment and several doors., but it doesn't appear to have been used in years.

We hear the sound of SUBWAY TRAINS trains from above.

He checks all the doors. One door seems to lead back to the tunnels; another to a ladder, presumably to one of the upper levels. And the final door to a small control room where he finds...

SPIDER-MAN  
Mary Jane!

Lying on her side, Mary Jane is unconsious, and crudely bound. He quickly kneels down and takes her head in his hands. He removes a crude blindfold and she stirs slowly. She is groggy and very weak, but reacts with a jerky reflex, not knowing exactly who or what she is facing.

MARY JANE  
S-s-p-ider-Man...?

SPIDER-MAN  
Are you alright.  
Are you hurt?

MARY JANE  
(groggy)  
My ankle hurts and...  
I could use a cheesburger. Other  
that I'm simply marvelous.  
(flashes that  
movie star smile)

SPIDER-MAN  
I gotta get you outta here.

MARY JANE  
T-that thing. It got Billy, and  
poor Mrs Connors.

SPIDER-MAN  
(untying her)  
I know.

MARY JANE  
Are you going to  
tell me what's going on?

SPIDER-MAN  
(exhales)  
That "thing" is Professor Connors.

MARY JANE  
(shocked)  
What?

SPIDER-MAN  
No time to explain, and not sure  
you'd believe me if there was...  
Connors was working on a serum  
that somehow caused him to mutate,  
and now the condition has spread  
among the people that live down  
here in these tunnels.

MARY JANE  
A virus ...

SPIDER-MAN  
It _acts_ like a virus, spreading  
through bacteria in the saliva  
...but my guess is the  
effects are either temporary or at  
worst...

MARY JANE  
Fatal?

SPIDER-MAN  
(grim)  
Yeah...  
(pause)  
But Connors' transformation is  
accelerated and there's no  
telling how much more dangerous  
he'll become before he succumbs to  
the effects. I've developed an  
antidote, based on his lab notes,  
that just might work if I can get  
close enough. But I've got to find  
him soon.  
(pauses to notice  
her looking at  
him)  
What?

MARY JANE  
(surprised and  
impressed)  
Nothing. Its just with the science  
talk, I had no idea ... For a  
second there, you kinda reminded  
me of a guy I know.

SPIDER-MAN  
(smiling under  
his mask)  
Is he handsome, dashing,  
charming... with a  
wit that won't quit?

MARY JANE  
Something ... like that.

SPIDER-MAN  
Listen. I need you to stay put.  
You'll be safe here.

MARY JANE  
Stay here ... Are you crazy? What  
if that thing comes back, or one  
of those other creeps. Not a  
chance, I'm coming with you.

SPIDER-MAN  
(pause)  
No way. Its too dangerous.

MARY JANE  
In case you haven't noticed  
handsome, I'm no shrinkng violet.

SPIDER-MAN  
Yeah... I've noticed...  
(reluctant)  
Alright but...

Sound of MOANING/GROWLING/HISSING in the distance.

SPIDER-MAN (cont.)  
(reluctant)  
C'mon., we gotta move.  
Do you know  
the way?

MARY JANE  
I-I think so.

SPIDER-MAN  
You _think_ so?

MARY JANE  
Well yeah, um. Its this way.  
(points)  
down that tunnel, not far.

SPIDER-MAN  
Lets go. Stay behind me.

MARY JANE  
(devilish look)  
Of course.

INT. UNDERGROUND TREATMENT STATION - DAY

Spider-Man and Mary Jane emerge from a tunnel, reaching a platform ledge high above that overlooks a huge wastewater treatment station. Waterfalls from several tunnels pour into a large pool that funnels off into one large main tunnel. There are four different circular levels with various tunnels and stations, complete with blinking computerized equipment, surrounding the main "core". At the base, near the large pool is the hub, as well as two smaller drainage pools.

SFX: SPIDER-SENSE

He winces at the intense buzzing in his head. She notices.

MARY JANE  
What is it? Your arm?

SPIDER-MAN  
No. Its nothing, just a feeling I get  
sometimes.  
(pause)  
This is it.

MARY JANE  
I don't know. Everything looks  
the same down here.  
(making a face)  
Smells the same too.

Spider-Man looks around, surveying the station and spots a hallway on the base level leading to a room set off from the main chamber.

SPIDER-MAN  
(under his breath)  
There...  
(pause)  
Stay here Red.

MARY JANE  
But--

SPIDER-MAN  
MJ, please. Trust me.

She is taken aback at the request. It seems so ... personal. For once she is silent, and peacefully yields.

Spider-Man steathily crawls down from the ledge, heading for the hidden room.

INT. BASE LEVEL

He enters the shadowy hallway to find a dazed Martha inside a control room, locked in behind a metal grated door.

She is frightened at first as Spider-Man rips the door off, before realizing help has arrived at last.

MARTHA  
(hysterical)  
Spider-Man! Thank God.

SPIDER-MAN  
Shhh. Its alright.  
Gonna get you out of here  
Mrs Connors.

MARTHA  
(sobbing)  
Billy. He's got Billy!

SPIDER-MAN  
No, Billy is safe. He's fine.  
You're going to  
be too. And we'll  
get your husband  
some help.

MARTHA  
My baby's OK?  
Thank you Spider-Man. Thank you.

He gently escorts her out of the room and down the hall to the main chamber.

SPIDER-MAN  
Throw me a parade later. OK?

Before he can react to his suddenly screaming Spider-Sense...

SFX: Loud, hissing ROAR!

Almost simultaneously, Spider-Man is knocked for a loop by a large reptilian tail!

Martha SCREAMS.

We see the Lizard. Now, in an even further advanced form, it towers over the fallen hero, nearly nine feet tall; a dark brownish gray color. The Lizard hunches over slightly and sniffs the air. There is no trace of Connors left except for a few ragged remains of pants on its upper legs.. The creature is more primitive ... beastial; a giant lizard! Its head is flattened with a pronounced snout. Standing on powerful legs, its arms are slightly smaller in length and not as dominant, but are still thick and formidable. Alternating between the flickering tounge, its jaws open to reveal razor sharp teeth.

Spider-Man stirs, trying to get up, and again the massive tail whips through the air bluntly knocking him for another backward loop.

MARTHA  
(screaming and  
crying)  
NOOOOO!... Curt.

The Lizard turns and looks at her, pausing, as if trying to comprehend... not understanding her sadness. The creature freezes, momentarily gazing upon her, almost longingly.

INT. ABOVE

Meanwhile Spider-Man has recovered and quietly crawled up near the ceiling, exchanging a glance with Mary Jane. And then ... from behind her, we see figures in the darkness of the tunnel slowly creeping toward her!

INT. BELOW

Realizing Spider-Man has gotten away, the creature is interrupted from its gaze and instantly expresses its displeasure with a loud ROAR, that echoes in the huge room and down through the tunnels.

INT. ABOVE

With a massive leap, the Lizard is on the wall, crawling towards the hero, its claws digging into the concrete. Spider-Man fires a web gag designed to bind the monster's jaws together, but it is futile. It quickly breaks the bond.

SPIDER-MAN  
Hey! How's about a little  
cooperation here, hunh?

The Lizard angrily hisses back.

SPIDER-MAN (cont.)  
No? Didn't think so.

Mary Jane continues to watch as unbeknownst to her, lizard-men close in further on her from behind, advancing agonizingly slow.

The Lizard jumps again, but Spider-Man dodges by springing up higher along the wall.

Suddenly Mary Jane SCREAMS as she discovers the "tunnel-people" have caught up to her.

SPIDER-MAN  
Mary Jane!

Before he can act, The Lizard leaps up the wall and catches him in its grasp, moving in with its menacing jaws...

INT. TOP LEVEL

The Lizard has both arms on Spider-Man and pushes him backward over the railing of the ledge and begins to squeeze the life out of him, moving closer with its jaws. The railing loosens slightly, sending small crumbs of concrete below.

P.O.V. SPIDER-MAN - UPSIDE DOWN:

We see the sewer creatures nearly upon Mary Jane. She SCREAMS as they slowly reach out to touch her.

Spider-Man GROANS and pushes back with all his might. The jaws are close enough that the creatures saliva drips onto his mask. He manages to free his left arm just enough to elbow the creature underneath the chin. Then the railing breaks away and they both fall. Spider-Man quickly shoots a web to the base of the ledge and swings around and back up to it.

He watches as The Lizard tries to catch itself by wrapping its tail around part of the broken railing, but it too loosens, dropping more debris below. There is an almost pitiful look in its eyes as the rail gives way and the creature plummmets the 100 plus feet below where it slams hard into the concrete edge of the pool with a THUD, before flopping over and sliding limply into the water.

Spider-Man wastes no time and quickly swings down to the next level and engages three tunnel-dwellers, putting himself in front of Mary Jane. We see that they are moving MUCH slower than the ones from earlier. One simply drops right over from minimal resistance by Spidey. But while attemting to subdue the other two, Mary Jane is knocked off the open platform ledge.

Spider-Man immediately springs downward and catches her, swinging down to the base level.

INT. BASE LEVEL

MARY JANE  
Whoo. Nice work.  
(notices Martha  
staring silently at  
the pool)  
Is it over?

A tired and saddened hero walks over to the edge of the pool, looking at the still water.

SPIDER-MAN  
Looks like it.

MARTHA  
(looking at the  
pool)  
Curt...  
(cries)

Spider-Man turns to her and tries to console her.

SPIDER-MAN  
I'm so sorry Mrs Connors...

SUDDENLY from out of the water comes a reptilian hand that grabs Spidey around the ankle and drags him under!

UNDERWATER

In the dark, dingy water, The Lizard grasps Spider-Man with both arms, wrapping its tail around him as well, and thrashes him mightily. Clearly weak, and favoring his injured shoulder, the hero is virtually helpless.

ABOVE

Mary Jane and Martha watch helplessly as the water boils from the mighty struggle beneath.

UNDERWATER

The Lizard wraps Spider-Man tight and rolls over several times like a crocodile. The hero is nearly finished.

ABOVE:

Mary Jane and Martha collectively gasp as the water suddenly calms and becomes still.

And then ... a red and blue figure is catapulted violently from the water. Spider-man flies backward through the air, before slamming into a wall.

MARY JANE  
(running over)  
Spider-Man!  
Are you OK?

SPIDER-MAN  
(groggy)  
He, he just...  
let me go.

The attention of the three focuses on the pool as The Lizard slowly pulls itself up out of the water and just stands there, staring at them ... with a low purring growl from deep in its throat; its head shifting to the side with a tick. Puffs of "smoke" emit from its nostrils. It is almost as if something way down inside the creature recognizes them and doesn't mean them any harm.

Spider-Man grabs MJ and pushes her back. Martha is frozen still, looking back  
at the creature.

SPIDER-MAN  
Mrs Connors

He grabs her and attempts to push her back away.

This angers the creature and it raises its head with a bloodcurdling roar.

SPIDER-MAN  
Uh oh...  
No, you got it all wrong.  
I'm only trying to help.  
Listen to me.  
This is not your fault.  
You're not yourself.  
You are Dr  
Curt Connors,  
not this, this ...  
monster.

The Lizard pauses with more HISSING and low GROWLING.

SPIDER-MAN  
Doc, please. Let me help you. I've  
read your notes. We can reverse  
your condition.  
(to Mary Jane)  
Get her out of here.

Martha backs away, angering the creature further. It leaps toward her, trying to make sure she isn't taken away. Spider-Man jumps in to intercept and and is knocked backward. He lands hard on his back, with the writhing, relentless reptile on top of him, and he ries out in pain from the injured shoulder. Again, The Lizard moves in with the jaws, as if to devour him whole. Refusing to lose consciousness, Spider-Man manages a kick to the creature's underbelly.

Enraged, The Lizard recovers and demonstrating incredible strength, uproots a huge metal beam, swinging it like a mighty club. Spider-Man has to leap and dodge with all of his quickness to avoid being crushed. But the creature's speed and power are too much, especially when combined with the constantly thrashing tail, which connects, knocking him on his back. Holding the steel beam over its head the creature slams it to the ground with a SMASH as Spider-Man barely rolls out of the way. It repeats and the hero dodges again, but he is clearly weak and dizzy from the pain in his shoulder.

The human leviathan closes in slowly on the fallen hero, its tounge flickering. Spider-Man struggles to reach for his right wrist with his gimpy left arm, but just barely dodges another blow and scurries backward, failing to make his intended adjustment. Another strike from the tail renders him senseless.

The Lizard stands over a reeling Spider-Man wielding the pole into an impaling position, poised to deliver one final, mortal blow...

Suddenly a familiar voice cries out...

BILLY (O/S)  
Daddy ... Noooo!

The creature whirls around to see the young boy, who has managed to find his way back to the station he had escaped from before meeting Spider-Man.

MARTHA  
(surprised and  
relieved)  
Billy...

BILLY  
Don't hurt  
Spider-Man!

The Lizard drops the beam and stands frozen in its tracks; the only movement being the swaying of its tail.

Gathering himself, a weak Spider-Man scurries for cover, again attempting to adjust his wrist-band. The Lizard goes back into its trance-like state from before, staring at the little boy, its tounge flickering, picking up the scent. Somewhere in its repressed psyche... it recognizes... its son.

SPIDER-MAN  
(seeing a chance)  
Didn't want to have  
to do this Doc, but  
its for your own good.

Having successfully adjusted his wrist, Spider-Man taps four fingers to the palm of his right hand, sending a partial webbing-net over the creature. Only, this is not ordinary webbing, it is enhanced with C-02; and it drapes the cold-blooded creature within a deep-freeze net.

Caught off guard and weakened by the cold blast, The Lizard is temporarily slowed and weakened. Spider-man fires more webbing, but his mechanical spinneret sputters and clogs.

SPIDER-MAN  
Aw, not now.  
(continues to try  
and fire webbing)

The weakened creature slowly begins to tear its way free of the refrigerated trap.

SPIDER-MAN  
(pulling a small  
flask from his  
waist)  
Its now or never...

Spider-Man suddenly springs directly at and on top of the surprised creature. With his lame arm wedged against the creatures's neck, forcing the jaws to open wide, he empties the flask, sending a liquid substance down its throat. The Lizard rebelliously sputters and chokes, as the hero carefully backs away. He then webs the jaws shut for extra measure. The serum is successfully ingested.

The Lizard moans, and staggers before collapsing to the hard concrete floor with a thud. They all look on in horror as the creature begins an eerie, unbelievable transformation. The jaws begin to shorten in length; its body shrinks as well as its hands and feet. Whimpering, it tries to pick itself up, but is not even able to crawl and tries to slide along on its belly, pulling itself just behind some equipment and out of sight, except for the tail, which also soon ... disappears.

Martha holds Billy with tears in her eyes...

INT. BEHIND EQUIPMENT

Spider-Man carefull approaches and discovers a shocking site. The Lizard has reverted back to a more human form; (man-like face, but still discolored, scaly and bald). He still has his right arm, but his body is covered with scales and the lizard-like hide.

SPIDER-MAN  
Dr Connors. Can you  
understand me?

Connors opens his eyes, and the pupils are still slightly discolored, sort of a gold color, rather than the normal blue. He sits up, rubs his head and tries to speak.

DR CONNORS  
S-s-s-s-s-pider-Man...

SPIDER-MAN  
Yes, I'm going to  
get you help.

Billy suddenly breaks from his mother's grasp and runs up.

BILLY  
(through tears)  
Dad!

DR CONNORS  
(weak)  
Bi-l-l-y.  
(pause)  
No! Sssssstay away.  
Don't look at me...

BILLY  
Spider-Man, is... is  
he going to be ok?

SPIDER-MAN  
(doubting)  
Yeah, he's going to be fine.

CONNORS  
Something, still... not  
right...trying to remember.

SPIDER-MAN  
Doc, what are you talking about?  
You just need to it easy.

CONNORS  
I, I don't know. Something's  
wrong... danger.

SPIDER-MAN  
What, what danger?

CUT TO:

INT. CONNORS' OFFICE - FLASHBACK

DR CONNORS (V/O)  
When I still had part of my mind...

We see Connors in his late stage of degeneration, back to when he was imagining the reptiles "talking" to him. He is feverishly working on a small device.

DR CONNORS (V/O cont.)  
I tried ... I _wanted_ to cure  
myself... I concluded it would  
take a carefully targeted  
electro-magnetic charge...

We see Connors angrily tearing a band from his right arm that is connected to the device. He pauses to look at the large Iguana he imagines to be "directing" him.

CONNORS (V/O)  
When that  
didn't work fast enough, the  
primitive side from the reptilian  
DNA must have taken over...

Connors slowly looks up with a cold, evil look on his face...

CUT TO:

INT. WASTEWATER TREATMENT STATION - PRESENT

CONNORS  
(pause)  
it ... it ... was going to mate. It  
was going to make her like ... me.  
(remembering)  
Oh God...

SPIDER-MAN  
What? What is it? What did you do?  
You have to remember.

DR CONNORS  
(coughing weak)  
The substation! ...

CUT TO:

INT. POWER SUBSTATION - FLASHBACK

We see Connors in an earlier "Lizard" stage, (before kidnapping Martha) setting up his generator device, wiring it into a transformer, and tapping into the water lines. Lizards (including one that looks like "Office Iguana") and other reptiles scurry and slither about.

DR CONNORS (V/O)  
Its rigged to generate a gigantic  
power surge, that ...  
(pauses trying to  
remember)

CUT TO:

INT. WASTEWATER TREATMENT STATION - PRESENT

SPIDER-MAN  
What ... what!

DR CONNORS  
(swallows and  
takes a breath)  
When the water pressure reaches a  
certain degree and ph balance, a  
sensor will trip an automatic  
timer, beginning the countdown ...

SPIDER-MAN  
Countdown?

DR CONNORS  
The generator pump will ignite a  
massive power surge, pumping a  
highly concentrated form of the  
reptile serum into the water  
system!

SPIDER-MAN  
(looking up)  
Unless I'm wrong, we're somewhere  
beneath Penn Station. Any  
significant surge from that power  
station could affect the subway  
traffic...  
(alarmed.)  
maybe cause a massive train  
collision.  
(pause)  
That must have been its plan ...  
to seal this area off  
indefinately... It was making a  
breeding den!

DR CONNORS  
Spider-Man... Once the process  
begins, I'm afraid ... there's no  
turning back...  
(coughs)  
Its the next tunnel down. You must  
hurry...  
...

Before, Connors can finish the sentence, Spider-Man is off in a leap, racing toward the tunnel.

Martha, followed by Mary Jane, walk up. She looks down at him with tears in her eyes.

MARTHA  
Curtis...

CONNORS  
I'm sorry...  
forgive me...

Connors slowly lays his head down. His teary eyes flutter ... and close...

INT. SEWER TUNNEL BENEATH PENN STATION - NIGHT

Following Connors' directions and using his spider sense, Spider-man races down the tunnel toward a bright opening ahead. (We see there are reptiles in here; snakes, and lizards, perhaps from the zoo, that The Lizard has brought down). His progress is suddenly brought to a halt when two more sewer creatures appear. But they seem slower, weaker than before. Spider-Man easily fights them off. He tosses one aside and with a pulled punch, knocks the other out, before quickly webbing them up.

SPIDER-MAN  
(at the relative  
ease)  
The effects must be  
wearing off.

INT. POWER SUBSTATION - NIGHT

He reaches the opening, and spots a chain link fence, surrounding a large batch of electrical equipment ... transformers, generators etc... Part of the fence is ripped, evidence of The Lizard's tampering. There is a strange hum in addition to the more "normal" sounds of a substation.

SPIDER-MAN  
OK ... now where  
is that pump...?

CUT TO:

P.O.V. :SPIDER-SENSE (and audience)  
Twisting and turning through the heart of the facility, we see a medium-sized, primitive-looking device connected to a big vat of liquid and wired into a transformer. There are pipes running from the vat in all different directions.On top of the machine is a crude electronic timer with a red LED display that reads less than one minute ... and counting!

SFX: SPIDER-SENSE

CUT TO:

INT. ABOVE- SUBWAY TUNNEL

A speeding train races into frame.

CUT TO:

Another train heads in the opposite direction.

CUT TO:

We see a switch pannel box where the tracks are set to switch, adjusting for traffic. A red light is blinking.

CUT TO:

INT. BELOW - SUBSTATION

The LED counter is down to 30 seconds.

CUT TO:

Spider-Man is still searching for the pump...

SFX: SPIDER-SENSE

SPIDER-MAN  
(noticing the intensity  
of his sense)  
Not much time...

Before he can proceed, the hero is suddenly attacked by yet another dark figure.

Pull back to reveal another sewer creature, only this one is different. It is more beast-like, more hideous. Standing just under 6 feet tall, its eyes are a demonic burning red, and there is no trace of clothing. The creature's mouth is dripping slightly with greenish bile, and a low, purring growl emits from its mouth. The arms and legs are more lizard-like and less human. It looks very much like a small velociraptor.

Completely taken by surprise, Spider-Man is helpless as the creature leaps upon him, ripping his increasingly tattered costume. It rares its snake-like head back and moves in for a devastating bite when suddenly...

... another figure moves in and knocks it out of the way. It is Connors! And he motions the creature back.

DR CONNORS  
(snarling)  
Stay back!

It pauses and, in defiance, attacks Spider-Man anyway. Connors, still in his strangely altered state, thrashes the creature and slams it hard into a wall. He then quickly leaps on to the pump-housing, and looks for the cables attached to the transformer.

SPIDER-MAN  
(weak)  
Doc ... no, you could...  
take a full charge...

DR CONNORS  
(matter of factly)  
I have to do this  
Peter.

A groggy Spider-Man pauses in surprise as he realizes the Lizard _had_ indeed recognized him, but there is no time to worry about exposed identities now.

CONNORS (cont.)  
I must undo what  
I've done...  
(looking sadly)

CUT TO:

ABOVE:

The two trains head straight for the same spot.

CUT TO:

The Timer is under 10 seconds and counting.

Connors places his hands securely on the cables and just then, he is attacked by the lizard-creature from the shadows, knocking the vat of serum, over, spilling liquid all over. He manages to break free and tear the cables, just at the last moment. There is a blast and both he and the lizard-thing receive a massive shock, basically absorbing the surge. An exhausted Spider-Man tries to intervene, but is knocked back by the blast.

CUT TO:

The trains continue to head for each other.

CUT TO:

The switch pannel clicks and the light blinks green as the tracks are adjusted. The northbound train switches tracks and the two pass each other safely.

CUT TO:

BELOW:

SPIDER-MAN  
(groggy)  
G-gwen...  
(coughs)

He gets up and sees there is no longer the strange hum coming for the substation, and he hears the sound of trains above him. A smokey haze fills the room, from the shorted out device, and drifts down the adjoining tunnels.

SPIDER-MAN  
He did it. He  
shut it down

There is no trace of Connors. Spider-Man looks all around, but in the smoke, he sees only a large dead lizard, lying next to the machine...

Over the shoulder P.O.V. Spider-Man

He looks at the dead lizard ... a large Iguana, very similar to the one from Connors' office...

C/U: Dead Lizard

DISSOLVE TO:

EXT. NY CITY STREET - NIGHT

Amidst flashing lights and the squawking of police radios, a tearful Martha Connors and her young son Billy are wrapped in a blanket and gently escorted into an unmarked police car.

The doors shut and the car drives off.

Pull back to see Mary Jane, standing near an alley watching sadly.

SPIDER-MAN (O/S)  
How'd it go?

Mary Jane is slightly startled as she turns around to see Spider-Man crouched on the wall just above her, having crawled out ot the darkness of the alley.

MARY JANE  
(slight gasp)  
I thought you were gone...  
(pause)  
Poor Mrs Connors was too upset to  
do much talking. I told the police  
that we were abducted by this  
strange man who was deranged, and  
that Spi ... well ... _you_ rescued  
us.

SPIDER-MAN  
Thanks for the plug.

She forces a smile, but he notices she is still shaken.

SPIDER-MAN  
Listen, whatever happened down  
there... and I'm not entirely sure  
myself, Dr Connors is a hero.  
None of us would have likely made  
it out of there if it wasn't for  
him.  
(pause)  
I just wish ... I could have  
helped him...

MARY JANE  
No, you did all you could. You  
saved Mrs Connors' life, Billy  
... and _me_...

SPIDER-MAN  
Well, you were pretty brave  
yourself ... showed some real  
guts.

MARY JANE  
(smiling)  
We do make a great team.  
You looking for a partner?

SPIDER-MAN  
(mock disgust)  
Oh no...  
(throws hand up)  
no, no, no. I can barely keep up  
with myself, much less a sidekick.

Mary Jane giggles, and then pauses, looking deeply at Spider-Man.

MARY JANE  
You're so mysterious. And yet.. I  
feel like I know you.

SPIDER-MAN  
(nervous)  
_Know_ me?

MARY JANE  
You seem familiar... thats all.  
I always feel safe.  
(lowers head)

SPIDER-MAN  
(hopping down from  
the wall)  
Familiar... _good_?

Mary Jane gently touches the side of his mask.

MARY JANE  
(smiling)  
"Familiar... good".

In a surprisingly aggressive move, she draws closer and with both hands lifts his mask up over the nose.

SPIDER-MAN  
(not exactly  
resisting)  
Wait ... what are you--?

She moves in and plants a slow, tender kiss on him.

MARY JANE  
(pulling back with  
a smile)  
I've always wanted to do that.

SPIDER-MAN  
(thinking to  
himself, "what  
kept you")  
I... er ... gotta go...

SIRENS in the distance

MARY JANE  
(breathy)  
I know...

Spider-Man, surprised at his receptive feelings, (_what about Gwen?_) pulls back awkwardly, before doing a standing backflip up on to the wall, landing in a three point stance.

SPIDER-MAN  
Take care red...

She blows a mock kiss. Spider-Man, looks up, fires a web-line, and is quickly gone.

Mary Jane looks after him wistfully...

INT. LONDON ENGLAND - DAY

Gwen Stacy is sitting in the guestroom of her aunt and uncle's flat, looking rather confused and a bit sad. Next, we see the back of a man's shoulder and head as he enters her room. She looks up and smiles.

GWEN  
Hi Uncle Arthur.

UNCLE ARTHUR  
What you know  
little girl?

GWEN  
(heavy sigh)  
Not much.

UNCLE ARTHUR  
No, don't you remember,  
when you were little? I'd  
ask you what you know...

GWEN  
And I'd answer...  
"Just got back  
from Kokomo".

Gwen smiles again and makes a light gesture with her hand, patting the bed next to her.

GWEN (cont.)  
I never did  
understand what  
that meant.

UNCLE ARTHUR  
(chuckles)  
Yeah, me niether.  
(remininscing)  
Ya know back in  
my wild days when  
I was a young rogue  
cop, your dad was always ridin'  
my back...used to give me hell.  
Nothing I ever did was right,  
or good enough in his eyes.

GWEN  
I remember you riding up on that  
motorcycle, hair all hanging out  
of your helmet. Daddy hated that  
thing.

Arthur flashes a grin reminiscent of his older brother George.

UNCLE ARTHUR  
He viewed it as a sign of my  
"lack of responsibility".  
(pause)  
I used to love to come visit though, just to  
see that sweet little girl.  
You'd come running up yelling Uncle  
Art! Uncle Art! What d'ya bring me?

GWEN  
Then you wouldn't  
give it to me until I said  
that dumb Kokomo line.

Arthur smiles and puts his arm around her.

UNCLE ARTHUR  
You father was a great man, almost perfect.  
Its what made it so damn hard for the rest  
of us living in his shadow.  
(pause)  
He pulled me outta more jams than I  
care to remember though, and if it wasn't  
for him, well, I probably would've  
never straightened out.

Gwen hugs him and wipes a small tear from her eye.

GWEN  
(slight sniffle)  
If he was here, he'd say you  
_still_ needed straightening out.

ARTHUR  
(laughs)  
Yep ... my brother.  
(shakes head)

Arthur pauses and then changes the subject.

ARTHUR (cont.)  
(serious)  
You're welcome to stay as long as  
you'd like sweetheart. Your Aunt  
and I are thrilled to have you  
with us.

GWEN  
I know. You and Aunt Nancy have  
been wonderful.  
(sigh)  
I wish I knew what to do. Summer  
semester wraps up soon. I could still  
make the Fall Semester, but I don't...  
I...

ARTHUR  
(blunt)  
You love him don't you...?

GWEN  
(nods head)  
Yeah ... yeah I do.  
(pause)  
If only things weren't so  
... complicated.

UNCLE ARTHUR  
Things are never too complicated  
when it comes to true love Gwen.  
There's people who'd give anything  
for what Nancy and I have, what  
your mom and dad had, no matter  
how short. George once told me if  
he could bring her back, he'd  
never leave her side. He meant  
it. And I feel the same about him.  
(pause)  
None of us knows how much time  
we have on this earth hon; best to  
spend every moment you have with  
the ones you love.

Gwen looks up, wipes a tangle of hair from her face and takes a deep breath. She leans back into her Uncle, who hugs her back...

DISSOLVE TO:

INT. MARY JANE'S APARTMENT- NIGHT

Mary Jane enters and goes to check her answering machine, when suddenly she discovers she is not alone.

HARRY  
Hello babe.

MARY JANE  
(gasp)  
H-Harry...

Harry does not look good. He's disheveled; dressed sloppily and is unshaven. It looks like he hasn't slept.

HARRY  
So ... where've  
ya been?

MARY JANE  
Nowhere...  
Are ... are you checking up on me?

HARRY  
Sorry, didn't mean to startle you.  
I was just worried.  
(tension turns  
to a smile)

Harry hugs her.

HARRY (cont.)  
I love you MJ. I ... don't know  
what I'd do without you.

We see a very concerned look on Mary Jane's face...

INT. JFK INTERNATIONAL AIRPORT- GATE 45 - DAY

Peter joins Martha and Billy as they await a flight back to Florida. In spite of her grief Martha looks as radiant and elegant as ever.

MARTHA  
Thank you for coming  
Peter. You really didn't have to.

PETER  
Don't mention it.  
(looking around)  
Nice place...thought they handled  
mostly international flights, though.

MARTHA  
They do.  
(shrugs)  
Cheapest flight I could find.  
(pause)  
Ever flown?

PETER  
Once when I was real small,  
don't really remember it...  
(Pause)  
Aunt May and I picked up Uncle Ben  
at Laguardia one time, after a  
Shriner's convention though.

MARTHA  
I want to thank you Peter.  
Thanks for _everything_.

She reaches over and kisses his cheek.

PETER  
I-I wish I could have done  
more.

Martha seems to look right through him; enough to make him, for just a second, uneasy ... as if she knows something.

MARTHA  
Peter...  
(pause)  
Some free advice...  
Call her, write to her, show up on  
her doorstep... anything to tell  
her how you feel. Don't waste a  
moment. Life is too short.  
( looks down)

PETER  
Thanks ... Martha.

She smiles.

BILLY  
Peter! Tell Spider-Man I said  
bye and I'm going to miss him.

PETE:  
Sure buddy, I will.

LOUDSPEAKER announces the "final boarding of passengers for Flight 121 to Fort Lauderdale".

MARTHA  
Thats us little man,  
lets go.

Martha mouths "bye" and offers a dainty half-wave, before turning to head down the tunnel.

BILLY  
(loud and  
boisterous)  
BYE PETER!

Peter nods and waves as he watches Martha lead her son down the tunnel to their plane. It is a sad moment. Peter slowly turns to walk away.

EXT. JFK AIRPORT - DAY

Peter, sullen and downtrodden, walks amidst all of the regular people getting in and out of cars with their luggagge, as he searches for a place to change into his mode of transportaton. Suddenly he hears a soft, familiar voice...

GWEN (O/S)  
Peter...

Peter pauses, turns around in surprise, and sees...

PETER  
Gwen?

We see Gwen was just about to get into a cab.

GWEN  
(setting her  
luggage down)  
I couldn't stay away Peter.

PETER  
Gwendy...

GWEN  
(walking closer)  
It was wrong to run off like that,  
without..

PETER  
(just  
staring in  
amazement)  
Doesn't matter. You're here  
now.  
(pause)  
I ... can't _believe_  
you're here. Oh God, please  
tell me I'm not  
dreaming.

She smiles through her tears and then she just runs to him. They merge in an embrace.

Peter, winces slightly from the pain of his injured arm, but what little pain there is soon withers away, and is replaced only by joy.

GWEN  
What are you  
_doing_ here?  
How did you...?  
(buries her head  
in his chest)

PETER  
I didn't... I was just  
dropping Mrs Connors  
and her son off.

GWEN  
All this time, with everything  
that has happened ... trying to  
work everything out in my mind;  
one thing has remained...  
(pause)  
I can't make it without you in my  
life...  
Peter Parker... I love you.

PETER  
(so happy  
he could cry)  
I... gosh...  
(pause)  
I've missed you. I've missed you  
so much.

He runs his hand through her hair and gently touches her head.

PETER (cont.)  
And now that you're back,  
I'm not ever letting you go.

GWEN  
Promise?

PETER  
(sure)  
I Promise... _never_.

They kiss passionately.

DISSOLVE TO:

EXT. NY CITY - DAY

Spider-Man is swinging high above, dodging , and occasionally bouncing off buildings.

SPIDER-MAN  
Woooo - Hoooo!

He lets loose of a web-line, somersaults in the air before firing another line, swinging off, as the sun sets... its last light reflecting off the steel and concrete towers of the city...

FADE OUT

**THE END**

**Coming 2005: IV: _'Web of Spider-Man'_**


End file.
